DEXCOM INC — Director's Dealing 2015

Mar 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2015-03-11

Reporting Person: VALDES JORGE A (CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-11	Common Stock	J	11937.0	$59.91	Disposed	116207	Direct
2015-03-11	Common Stock	D	5357.0	$58.7402	Disposed	97292	Indirect
2015-03-11	Common Stock	D	12529.0	$58.7402	Disposed	84763	Indirect
2015-03-11	Common Stock	J	11937.0	$59.91	Acquired	96700	Indirect
2015-03-12	Common Stock	D	6371.0	$58.5765	Disposed	90329	Indirect
2015-03-12	Common Stock	S	11138.0	$59.7803	Disposed	79191	Indirect

Footnotes

F1: Shares were transferred from direct ownership to ownership under the Valdes-Lopez-Calleja Family Trust upon vesting of previously awarded restricted stock units.

F2: Included in this number are 116,207 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 23,874 of which were granted on March 11, 2013 and shall vest through March 11, 2016.

F3: These shares were sold to cover the Company's tax withholding obligation that accrued in connection with the vesting of restricted stock units previously granted.

F4: 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.

F5: This transaction was executed in multiple trades at prices ranging from $59.60 to $60.00 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.