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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DEXCOM INC [ DXCM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/09/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/09/2019 | S | 325(1) | D | $145.4262(2) | 69,084(3) | D | |||
| Common Stock | 09/09/2019 | S | 5,629(1) | D | $150.1111 | 63,455(3) | D | |||
| Common Stock | 09/09/2019 | S | 279(4) | D | $150.5218(5) | 63,176(3) | D | |||
| Common Stock | 09/09/2019 | S | 621(4) | D | $151.492(6) | 62,555(3) | D | |||
| Common Stock | 09/09/2019 | S | 600(4) | D | $152.5901(7) | 61,955(3) | D | |||
| Common Stock | 09/09/2019 | S | 40(4) | D | $153.9975(8) | 61,915(3) | D | |||
| Common Stock | 09/09/2019 | S | 100(4) | D | $155.355(9) | 61,815(3) | D | |||
| Common Stock | 09/09/2019 | S | 550(4) | D | $156.4345(10) | 61,265(3) | D | |||
| Common Stock | 09/09/2019 | S | 450(4) | D | $157.7752(11) | 60,815(3) | D | |||
| Common Stock | 09/09/2019 | S | 269(4) | D | $158.4189(12) | 60,546(3) | D | |||
| Common Stock | 09/09/2019 | S | 244(4) | D | $159.9211(13) | 60,302(3) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. 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. |
| 2. This transaction was executed in multiple trades at prices ranging from $145.35 to $145.49. 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 39,032 unvested restricted stock units, 14,987 of which were granted on March 8, 2019 and shall vest through March 8, 2022, 19,251 of which were granted on March 8, 2018 and shall vest through March 8, 2021, 4,794 of which were granted on March 8, 2017 and shall vest through March 8, 2020. |
| 4. On February 28, 2019, Mr. Balo adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Balo. The shares set forth above were sold pursuant to the 10b5-1 Plan. |
| 5. This transaction was executed in multiple trades at prices ranging from $150.09 to $150.97. 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 issurer full information regarding the number of shares and prices at which the transactions were effected. |
| 6. This transaction was executed in multiple trades at prices ranging from $151.1250 to $152.12. 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 issurer 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 $152.13 to $152.97. 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 issurer 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 $153.85 to $154.15. 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 issurer 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 $155.00 to $155.71. 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 issurer 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 $156.12 to $156.90. 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 issurer 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 $157.25 to $158.24. 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 issurer full information regarding the number of shares and prices at which the transactions were effected. |
| 12. This transaction was executed in multiple trades at prices ranging from $158.25 to $159.22. 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 issurer full information regarding the number of shares and prices at which the transactions were effected. |
| 13. This transaction was executed in multiple trades at prices ranging from $159.37 to $160.28. 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 issurer full information regarding the number of shares and prices at which the transactions were effected. |
| Remarks: |
| *EVP Regulatory Strategy Clinical Affairs and Strategic Partnership Development |
| By: Jereme Sylvain For: Andrew K. Balo | 09/11/2019 | |
| ** 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. | ||