DEXCOM INC — Director's Dealing 2014

Aug 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2014-08-14

Reporting Person: GREGG TERRANCE H (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-14	Common Stock	M	5000.0	$8.95	Acquired	400626	Direct
2014-08-14	Common Stock	S	5000.0	$44.2627	Disposed	395626	Direct
2014-08-14	Common Stock	M	20000.0	$6.85	Acquired	415626	Direct
2014-08-14	Common Stock	S	20000.0	$44.2315	Disposed	395626	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-14	Non-Qualified Stock Option (right to buy)	$6.85	M	20000.0	Disposed	2017-06-19	Common Stock (20000)	Direct
2014-08-14	Non-Qualified Stock Option (right to buy)	$8.95	M	5000.0	Disposed	2018-01-02	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11461	Indirect
Common Stock	662889	Indirect

Footnotes

F1: Included in this number are 157,423 unvested restricted stock units granted on March 8, 2014, 5,078 of which shall vest each month through March 8, 2017, and 96,485 unvested restricted stock units granted on March 11, 2013, 5,078 of which shall vest each month through March 11, 2016.

F2: This transaction was executed in multiple trades at prices ranging from $44.14 to $44.37. 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 issuer full information regarding the number of shares and prices at which the transactions were effected.

F3: Shares are held by the Gregg Family Trust U/A/D 12/23/1998, with respect to which the reporting person is a trustee.