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

1. Name and Address of Reporting Person *

FOLETTA MARK G
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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

6340 SEQUENCE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/3/2020
(Street)

SAN DIEGO, CA 92121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/3/2020  S  107 (1)D$270.6262 (2)14040 I by Trust (3)
Common Stock 3/3/2020  S  152 (1)D$271.5393 (4)13888 I by Trust (3)
Common Stock 3/3/2020  S  81 (1)D$272.82 13807 I by Trust (3)
Common Stock 3/3/2020  S  155 (1)D$274.8834 (5)13652 I by Trust (3)
Common Stock 3/3/2020  S  114 (1)D$275.5611 (6)13538 I by Trust (3)
Common Stock 3/3/2020  S  64 (1)D$277.4814 (7)13474 I by Trust (3)
Common Stock 3/3/2020  S  31 (1)D$279.599 (8)13443 I by Trust (3)
Common Stock 3/3/2020  S  53 (1)D$281.605 13390 I by Trust (3)
Common Stock 3/3/2020  S  84 (1)D$282.77 13306 I by Trust (3)
Common Stock 3/3/2020  S  75 (1)D$285.4808 (9)13231 I by Trust (3)
Common Stock 3/3/2020  S  84 (1)D$288.26 13147 I by Trust (3)
Common Stock         3055 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On August 30, 2019, Mr. Foletta adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Foletta. 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 $270.04 to $271.02. 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) Shares are held by the Mark G. and Mary E. Foletta, TTEE's for the Foletta Family Trust DTD 1/30/15, with respect to which the reporting person is a trustee.
(4) This transaction was executed in multiple trades at prices ranging from $271.37 to $271.68. 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.
(5) This transaction was executed in multiple trades at prices ranging from $274.195 to $275.185. 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.
(6) This transaction was executed in multiple trades at prices ranging from $275.385 to $275.66. 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 $276.70 to $277.62. 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 $278.985 to $279.935. 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 $285.445 to $286.34. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
FOLETTA MARK G
6340 SEQUENCE DRIVE
SAN DIEGO, CA 92121
X



Signatures
By: Jereme Sylvain For: Mark G Foletta3/4/2020
**Signature of Reporting PersonDate

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