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 ^*

MOY JEFFREY

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)
SVP, Operations

(Last)

(First)

(Middle)

6340 SEQUENCE DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2017

(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	03/10/2017		J		8,334 ⁽¹⁾	D	$ 78.24	75,153 ⁽²⁾	D
Common Stock	03/10/2017		J		6,667 ⁽¹⁾	D	$ 78.24	68,486 ⁽²⁾	D
Common Stock	03/10/2017		J		11,000 ⁽¹⁾	D	$ 78.24	57,486 ⁽²⁾	D
Common Stock	03/10/2017		J		8,334 ⁽¹⁾	A	$ 78.24	58,890 ⁽³⁾	I	by Trust ⁽³⁾
Common Stock	03/10/2017		J		6,667 ⁽¹⁾	A	$ 78.24	65,557 ⁽³⁾	I	by Trust ⁽³⁾
Common Stock	03/10/2017		J		11,000 ⁽¹⁾	A	$ 78.24	76,557 ⁽³⁾	I	by Trust ⁽³⁾
Common Stock	03/10/2017		D		3,213 ⁽⁴⁾	D	$ 77.5506	73,344 ⁽³⁾	I	by Trust
Common Stock	03/10/2017		D		2,867 ⁽⁴⁾	D	$ 77.5506	70,477 ⁽³⁾	I	by Trust
Common Stock	03/10/2017		D		5,813 ⁽⁴⁾	D	$ 77.5506	64,664 ⁽³⁾	I	by Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOY JEFFREY 6340 SEQUENCE DRIVE SAN DIEGO, CA 92121			SVP, Operations

Signatures

By: Kevin Sun For: Jeffrey C. Moy		03/14/2017
^**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)	Shares were transferred from direct ownership to ownership under the Moy Family Trust upon vesting of previously awarded restricted stock units.
(2)	Included in this number are 57,216 unvested restricted stock units, 21,883 of which were granted on March 8, 2017 and shall vest through March 8, 2020, 22,000 of which were granted on March 8, 2016 and shall vest through March 8, 2019 and 13,333 of which were granted on March 8, 2015 and shall vest through March 08, 2018.
(3)	Shares are held by the Moy Family Trust U/A/D 12/09/2013, with respect to which the reporting person is a trustee.
(4)	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.

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