DEXCOM INC — Director's Dealing 2021

Jan 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2021-01-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-12	Common Stock	S	428	$359.679	Disposed	190996	Direct
2021-01-12	Common Stock	S	39521	$362.1191	Disposed	151475	Direct
2021-01-13	Common Stock	S	1600	$350.9512	Disposed	149875	Direct
2021-01-13	Common Stock	S	2331	$352.4131	Disposed	147544	Direct
2021-01-13	Common Stock	S	1100	$353.39	Disposed	146444	Direct
2021-01-13	Common Stock	S	500	$354.942	Disposed	145944	Direct
2021-01-13	Common Stock	S	718	$356.6183	Disposed	145226	Direct
2021-01-13	Common Stock	S	417	$357.2424	Disposed	144809	Direct
2021-01-13	Common Stock	S	407	$359.7889	Disposed	144402	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 performance stock units ("PSUs") on January 8, 2021. 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 56,792 unvested restricted stock units, 25,453 of which were granted on March 8, 2020 and shall vest through March 8, 2023, 17,915 of which were granted on March 8, 2019 and shall vest through March 8, 2022, and 13,424 of which were granted on March 8, 2018 and shall vest through March 8, 2021.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 31, 2020, and amended effective December 16, 2020. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Sayer.

F4: This transaction was executed in multiple trades at prices ranging from $350.740 to $351.275. 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 $352.00 to $352.94. 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.

F6: This transaction was executed in multiple trades at prices ranging from $353.24 to $354.08. 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.

F7: This transaction was executed in multiple trades at prices ranging from $354.31 to $355.10. 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.

F8: This transaction was executed in multiple trades at prices ranging from $356.151 to $356.975. 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.

F9: This transaction was executed in multiple trades at prices ranging from $357.205 to $357.350. 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.

F10: This transaction was executed in multiple trades at prices ranging from $359.34 to $359.92. 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.