DEXCOM INC — Director's Dealing 2019

Aug 27, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2019-08-23

Reporting Person: ACE HEATHER S (SVP Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-23	Common Stock	S	1800	$174.606	Disposed	64534	Direct
2019-08-23	Common Stock	S	1914	$175.2717	Disposed	62620	Direct
2019-08-23	Common Stock	S	100	$176.16	Disposed	62520	Direct
2019-08-23	Common Stock	S	3429	$174.5946	Disposed	59091	Direct

Footnotes

F1: On August 30, 2018, Ms. Ace adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Ms. Ace. 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 $174.025 to $175.00. 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.

F3: Included in this number are 45,945 unvested restricted stock units, 11,714 of which were granted on March 8, 2019 and shall vest through March 8, 2022, 20,062 of which were granted on March 8, 2018 and shall vest through March 8, 2021, 7,294 of which were granted on March 8, 2017 and shall vest through March 8, 2020 and 6,875 of which were granted on August 22, 2016 and shall vest through August 22, 2020.

F4: This transaction was executed in multiple trades at prices ranging from $175.03 to $175.88. 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: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.