Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Murphy Patrick Michael
2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2016
3. Issuer Name and Ticker or Trading Symbol
DEXCOM INC [DXCM]
(Last)
(First)
(Middle)
6340 SEQUENCE DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Legal Aff & Chf Compl Ofcr
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92121
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 29,128 (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Murphy Patrick Michael
6340 SEQUENCE DRIVE
SAN DIEGO, CA 92121
      VP, Legal Aff & Chf Compl Ofcr  

Signatures

Patrick M. Murphy 12/20/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Each restricted stock unit represents a contingent right to receive one share of DexCom, Inc. common stock.
(2) Included in this number are 29,128 unvested restricted stock units, 15,000 of which were granted on March 8, 2016 and shall vest 5,000 restricted stock units on March 8, 2017 and the remaining 10,000 restricted stock units shall vest over four equal installments on September 8, 2017, March 8, 2018, September 8, 2018 and March 8, 2019, 8,462 of which were granted on March 8, 2015 and 4,231 restricted stock units shall vest on each of March 8, 2017 and March 8, 2018, and 5,666 of which were granted on March 8, 2014 and shall vest on March 8, 2017.

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