DEXCOM INC — Director's Dealing 2017

Jan 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2017-01-09

Reporting Person: VALDES JORGE A (CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-09	Common Stock	M	7000	$7.79	Acquired	79334	Direct
2017-01-09	Common Stock	S	7000	$63.0232	Disposed	72334	Direct
2017-01-09	Common Stock	M	417	$7.63	Acquired	72751	Direct
2017-01-09	Common Stock	S	417	$63.4875	Disposed	72334	Direct
2017-01-09	Common Stock	M	900	$3.19	Acquired	73234	Direct
2017-01-09	Common Stock	S	900	$63.3118	Disposed	72334	Direct
2017-01-09	Common Stock	M	2583	$7.63	Acquired	74917	Direct
2017-01-09	Common Stock	S	2583	$62.8291	Disposed	72334	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-09	Incentive Stock Option (right to buy)	$7.63	M	417	Disposed	2018-05-19	Common Stock (417)	Direct
2017-01-09	Incentive Stock Option (right to buy)	$7.79	M	7000	Disposed	2017-08-02	Common Stock (7000)	Direct
2017-01-09	Non-Qualified Stock Option (right to buy)	$7.63	M	2583	Disposed	2018-05-19	Common Stock (2583)	Direct
2017-01-09	Non-Qualified Stock Option (right to buy)	$	M	900	Disposed	2018-12-11	Common Stock (900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3499	Indirect

Footnotes

F1: On November 4, 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 $62.48 to $63.71. 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 through 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: This transaction was executed in multiple trades at prices ranging from $63.37 to $63.65. 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.

F5: This transaction was executed in multiple trades at prices ranging from $63.17 to $63.37. 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 issurer full information regarding the number of shares and prices at which the transactions were effected.

F6: This transaction was executed in multiple trades at prices ranging from $62.49 to $63.17. 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.

F7: 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.

F8: Conversion or exercise price of derivative security is $3.19.