DEXCOM INC — Director's Dealing 2015

Mar 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2015-03-08

Reporting Person: VALDES JORGE A (CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-08	Common Stock	A	45000.0	$0.0010	Acquired	163748	Direct
2015-03-08	Common Stock	J	11937.0	$59.59	Disposed	151811	Direct
2015-03-08	Common Stock	J	23667.0	$59.59	Disposed	128144	Direct
2015-03-09	Common Stock	M	8244.0	$13.45	Acquired	136388	Direct
2015-03-09	Common Stock	S	8244.0	$58.7735	Disposed	128144	Direct
2015-03-08	Common Stock	J	11937.0	$59.59	Acquired	85620	Indirect
2015-03-08	Common Stock	J	23667.0	$59.59	Acquired	109287	Indirect
2015-03-09	Common Stock	S	5712.0	$59.2446	Disposed	103575	Indirect
2015-03-09	Common Stock	S	926.0	$59.87	Disposed	102649	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-09	Non-Qualified Stock Option (right to buy)	$13.45	M	8244.0	Disposed	2015-11-01	Common Stock (8244)	Direct

Footnotes

F1: Represents a grant of restricted stock units that are exempt from Section 16 b-3 and are subject to vesting over a 36 month period from the date of grant as follows: 1/3 shall vest 12 months from the Grant Date, and the remaining balance shall vest in four equal installments over the following 24 months. Share units represent a contingent right to receive one share of DexCom, Inc. common stock.

F2: Included in this number are 128,144 unvested restricted stock units, 45,000 of which were granted on March 8, 2015 and shall vest through March 8, 2018, 47,333 of which were granted on March 8, 2014 and shall vest through March 8, 2017, and 35,811 of which were granted on March 11, 2013 and shall vest through March 11, 2016.

F3: Shares were transferred from direct ownership to ownership under the Valdes-Lopez-Calleja Family Trust upon vesting of previously awarded restricted stock units.

F4: On November 10, 2014, Mr. Valdes adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Valdes. The shares set forth above were sold pursuant to the 10b5-1 Plan.

F5: This transaction was executed in multiple trades at prices ranging from $58.45 to $59.25. 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.

F6: Shares are held by the Valdes-Lopez-Calleja Family Trust U/A/D 05/18/2011, with respect to which the reporting person is a trustee.

F7: This transaction was executed in multiple trades at prices ranging from $59.23 to $59.25. 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.