Sayer Kevin R Form 4 DEXCOM / KEVIN R SAYER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

SAYER KEVIN R

(Last)

(First)

(Middle)

6340 SEQUENCE DRIVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2021

4. If Amendment, Date of 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

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	02/17/2021		G	V	10,000⁽¹⁾	D	$0.0	121,934⁽²⁾	D
Common Stock	03/08/2021		A		13,445⁽³⁾	A	$0.001	135,379⁽⁴⁾	D
Common Stock	03/09/2021		S		306⁽⁵⁾	D	$356.94	135,073⁽⁴⁾	D
Common Stock	03/09/2021		S		400⁽⁵⁾	D	$358.7463⁽⁶⁾	134,673⁽⁴⁾	D
Common Stock	03/09/2021		S		550⁽⁵⁾	D	$359.8227⁽⁷⁾	134,123⁽⁴⁾	D
Common Stock	03/09/2021		S		700⁽⁵⁾	D	$361.0163⁽⁸⁾	133,423⁽⁴⁾	D
Common Stock	03/09/2021		S		1,127⁽⁵⁾	D	$362.293⁽⁹⁾	132,296⁽⁴⁾	D
Common Stock	03/09/2021		S		574⁽⁵⁾	D	$362.8741⁽¹⁰⁾	131,722⁽⁴⁾	D
Common Stock	03/09/2021		S		200⁽⁵⁾	D	$364.33⁽¹¹⁾	131,522⁽⁴⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The transaction represents a gift by the Reporting Person of 10,000 shares to a charitable donor advised fund.

2. 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.

3. Represents a grant of restricted stock units that are exempt from Section 16 b-3 and are subject to vesting in three equal annual installments from the date of grant. Share units represent a contingent right to receive one share of DexCom, Inc. Common Stock.

4. Included in this number are 42,356 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 11,943 of which were granted on March 8, 2019 and shall vest through March 8, 2022.

5. 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.

6. This transaction was executed in multiple trades at prices ranging from $358.40 to $359.35. 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.

7. This transaction was executed in multiple trades at prices ranging from $359.44 to $360.22. 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.

8. This transaction was executed in multiple trades at prices ranging from $360.44 to $361.43. 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.

9. This transaction was executed in multiple trades at prices ranging from $361.58 to $362.55. 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.

10. This transaction was executed in multiple trades at prices ranging from $362.58 to $363.51. 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.

11. This transaction was executed in multiple trades at prices ranging from $364.00 to $364.99. 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.

	By: Jereme Sylvain For: Kevin R Sayer	03/10/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Sayer Kevin R Form 4DEXCOM / KEVIN R SAYER ownership change