DEXCOM INC — Director's Dealing 2019

Mar 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2019-03-12

Reporting Person: Pacelli Steven Robert (EVP Strategy and Corporate Dev)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-12	Common Stock	S	2190	$142.7922	Disposed	112534	Direct
2019-03-12	Common Stock	S	6399	$142.7922	Disposed	106135	Direct
2019-03-12	Common Stock	S	2222	$142.7922	Disposed	103913	Direct
2019-03-12	Common Stock	G	350	$0.0	Disposed	103563	Direct

Footnotes

F1: 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.

F2: Included in this number are 49,825 unvested restricted stock units, 14,987 of which were granted on March 8, 2019 and shall vest through March 8, 2022, 25,668 of which were granted on March 8, 2018 and shall vest through March 8, 2021, 9,170 of which were granted on March 8, 2017 and shall vest through March 8, 2020.

F3: This transaction represents a gift of securities made by the reporting person. This is not a market transaction, thus no price has been reported. Transferor retains no beneficial or voting interest in the transferred shares.