DEXCOM INC — Director's Dealing 2022

Jan 20, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEXCOM INC (DXCM)
CIK: 0001093557
Period of Report: 2022-01-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-18	Common Stock	S	3000	$438.81	Disposed	78705	Direct
2022-01-18	Common Stock	A	38586	$0.0	Acquired	117291	Direct
2022-01-18	Common Stock	S	19674	$435.06	Disposed	97617	Direct

Footnotes

F1: On July 31, 2020, Mr. Sayer adopted a 10b5-1 Plan, which was amended effective June 15, 2021. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Sayer. The shares set forth above were sold pursuant to the 10b5-1 Plan.

F2: Included in this number are 36,385 unvested restricted stock units, 13,445 of which were granted on March 8, 2021 and shall vest through March 8, 2024, 16,968 of which were granted on March 8, 2020 and shall vest through March 8, 2023, and 5,972 of which were granted on March 8, 2019 and shall vest through March 8, 2022.

F3: Represents performance stock units ("PSUs") granted to the reporting person on March 8, 2019 that vested on January 18, 2022, with the applicable performance achieved.

F4: 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.