DEXCOM INC — Director's Dealing 2014

Apr 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2014-04-01

Reporting Person: SKYLER JAY S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-01	Common Stock	S	30000.0	$41.2933	Disposed	205884	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000	Indirect
Common Stock	10000	Indirect

Footnotes

F1: On February 25, 2014, Mr. Skyler adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Skyler. The shares set forth above were sold pursuant to the 10b5-1 Plan.

F2: This transaction was executed in multiple trades at prices ranging from $40.98 to $41.60. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issurer full information regarding the number of shares and prices at which the transactions were effected.

F3: Included in this number are 11,848 unvested restricted stock units, which were granted on May 31, 2013 and shall vest on May 31, 2014.

F4: Shares are held by Skyler Bach Family Limited Partnership, LLP, with respect to which the reporting person is a managing partner of the partnership and maintains voting rights of these shares.

F5: Shares are held by Jennifer Skyler Living Trust, with respect to which the Reporting Person is a trustee.

F6: The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.