Edgar Filing: DEXCOM INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

VALDES JORGE A

2. Issuer Name and Ticker or Trading Symbol
DEXCOM INC [DXCM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CTO

(Last)

(First)

(Middle)

6340 SEQUENCE DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2016

(Street)

SAN DIEGO, CA 92121

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/09/2016		M		12,000	A	$ 7.63	103,667	D
Common Stock	09/09/2016		S		12,000 ⁽¹⁾	D	$ 93.6591 ⁽²⁾	91,667 ⁽³⁾	D
Common Stock	09/09/2016		J		11,833 ⁽⁴⁾	D	$ 95.8	79,834 ⁽³⁾	D
Common Stock	09/09/2016		J		7,500 ⁽⁴⁾	D	$ 95.8	72,334 ⁽³⁾	D
Common Stock	09/09/2016		J		11,833 ⁽⁴⁾	A	$ 95.8	13,383	I	by Trust ⁽⁵⁾
Common Stock	09/09/2016		J		7,500 ⁽⁴⁾	A	$ 95.8	20,883	I	by Trust ⁽⁵⁾
Common Stock	09/09/2016		D		6,312 ⁽⁶⁾	D	$ 93.7227	14,571	I	by Trust ⁽⁵⁾
Common Stock	09/09/2016		D		4,001 ⁽⁶⁾	D	$ 93.7226	10,570	I	by Trust ⁽⁵⁾
Common Stock	09/12/2016		S		7,071	D	$ 92.0612 ⁽⁷⁾	3,499	I	by Trust ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 7.63

09/09/2016

12,000

05/19/2009

05/19/2018

Common Stock

12,000

$ 93.6591

13,583

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VALDES JORGE A 6340 SEQUENCE DRIVE SAN DIEGO, CA 92121			CTO

Signatures

By: Kevin Sun For: Jorge Valdes		09/13/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On March 7, 2016 Mr. Valdes adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Valdes. The shares set forth above were sold pursuant to the 10b5-1 Plan.
(2)	This transaction was executed in multiple trades at prices ranging from $92.85 to $94.98. 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.
(3)	Included in this number are 72,334 unvested restricted stock units, 38,000 of which were granted on March 8, 2016 and shall vest on March 8, 2019, 22,500 of which were granted on March 8, 2015 and shall vest through March 8, 2018 and 11,834 of which were granted on March 8, 2014 and shall vest through March 8, 2017.
(4)	Shares were transferred from direct ownership to ownership under the Valdes-Lopez-Calleja Family Trust upon vesting of previously awarded restricted stock units.
(5)	Shares are held by the Valdes-Lopez-Calleja Family Trust U/A/D 05/18/2011, with respect to which the reporting person is a trustee.
(6)	These shares were sold to cover the Company's tax withholding obligation that accrued in connection with the vesting of restricted stock units previously granted.
(7)	This transaction was executed in multiple trades at prices ranging from $92.06 to $92.07. 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.
Remarks: CONFIRMING STATEMENT: This Statement confirms that the undersigned Jorge Valdes, has authorized and designated Steve Pacelli, Jess Roper, Kevin Sun, Patrick Murphy and Timothy O'Brien to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of DexCom, Inc. The authority of Steve Pacelli, Jess Roper, Kevin Sun, Patrick Murphy and Timothy O'Brien under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of DexCom, Inc., unless earlier revoked in writing. The undersigned acknowledges that Steve Pacelli, Jess Roper, Kevin Sun, Patrick Murphy and Timothy O'Brien are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: August 25, 2016 /s/ JORGE VALDES Jorge Valdes

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