DEXCOM INC — Director's Dealing 2020

Mar 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2020-03-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-11	Common Stock	S	3	$246.2537	Disposed	92359	Direct
2020-03-11	Common Stock	S	313	$250.02	Disposed	92046	Direct
2020-03-11	Common Stock	S	7733	$265.426	Disposed	84313	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: This transaction was executed in multiple trades at prices ranging from $246.05 to $246.36. 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 31,636 unvested restricted stock units, 8,811 of which were granted on March 8, 2020 and shall vest through March 8, 2023, 9,991 of which were granted on March 8, 2019 and shall vest through March 8, 2022, and 12,834 of which were granted on March 8, 2018 and shall vest through March 8, 2021.

F4: This transaction was executed in multiple trades at prices ranging from $250.02 to $250.0201. 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.