DEXCOM INC — Director's Dealing 2016

Sep 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2016-09-09

Reporting Person: VALDES JORGE A (CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-09	Common Stock	M	12000.0	$7.63	Acquired	103667	Direct
2016-09-09	Common Stock	S	12000.0	$93.6591	Disposed	91667	Direct
2016-09-09	Common Stock	J	11833.0	$95.8	Disposed	79834	Direct
2016-09-09	Common Stock	J	7500.0	$95.8	Disposed	72334	Direct
2016-09-09	Common Stock	J	11833.0	$95.8	Acquired	13383	Indirect
2016-09-09	Common Stock	J	7500.0	$95.8	Acquired	20883	Indirect
2016-09-09	Common Stock	D	6312.0	$93.7227	Disposed	14571	Indirect
2016-09-09	Common Stock	D	4001.0	$93.7226	Disposed	10570	Indirect
2016-09-12	Common Stock	S	7071.0	$92.0612	Disposed	3499	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-09	Non-Qualified Stock Option (right to buy)	$7.63	M	12000.0	Disposed	2018-05-19	Common Stock (12000)	Direct

Footnotes

F1: On March 7, 2016 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.

F2: This transaction was executed in multiple trades at prices ranging from $92.85 to $94.98. 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: Included in this number are 72,334 unvested restricted stock units, 38,000 of which were granted on March 8, 2016 and shall vest on March 8, 2019, 22,500 of which were granted on March 8, 2015 and shall vest through March 8, 2018 and 11,834 of which were granted on March 8, 2014 and shall vest through March 8, 2017.

F4: Shares were transferred from direct ownership to ownership under the Valdes-Lopez-Calleja Family Trust upon vesting of previously awarded restricted stock units.

F5: 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.

F6: 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.

F7: This transaction was executed in multiple trades at prices ranging from $92.06 to $92.07. 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.