DEXCOM INC — Director's Dealing 2017

Mar 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2017-03-08

Reporting Person: SAYER KEVIN R (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-08	Common Stock	A	81280	$0.0010	Acquired	380671	Direct
2017-03-08	Common Stock	D	13211	$77.5506	Disposed	367460	Direct
2017-03-08	Common Stock	D	15853	$77.5506	Disposed	351607	Direct
2017-03-10	Common Stock	D	7927	$77.5506	Disposed	343680	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 171,280 unvested restricted stock units, 81,280 of which were granted on March 8, 2017 and shall vest through March 8, 2020, 60,000 of which were granted on March 8, 2016 and shall vest through March 8, 2019 and 30,000 of which were granted on March 8, 2015 and shall vest through March 8, 2018.

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.