SEC FORM 4 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*
Blackford Quentin S.

(Last) (First) (Middle)
6340 SEQUENCE DRIVE

(Street)
SAN DIEGO CA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer & CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2020
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)
Code V Amount (A) or (D) Price
Common Stock 03/11/2020 S 116(1) D $246.6095(2) 81,648(3) D
Common Stock 03/11/2020 S 129(1) D $251.0282 81,519(3) D
Common Stock 03/11/2020 S 5,963(1) D $265.426 75,556(3) D
Common Stock 03/12/2020 S 583(4) D $218.8376(5) 74,973(3) D
Common Stock 03/12/2020 S 200(4) D $219.365(6) 74,773(3) D
Common Stock 03/12/2020 S 200(1) D $220.5 74,573(3) D
Common Stock 03/12/2020 S 457(4) D $223.6232(7) 74,116(3) D
Common Stock 03/12/2020 S 400(4) D $227.5625(8) 73,716(3) D
Common Stock 03/12/2020 S 200(4) D $228.86 73,516(3) D
Common Stock 03/12/2020 S 200(4) D $232 73,316(3) D
Common Stock 03/12/2020 S 300(4) D $234.2333(9) 73,016(3) D
Common Stock 03/12/2020 S 472(4) D $235.898(10) 72,544(3) D
Common Stock 03/12/2020 S 641(4) D $237.0976(11) 71,903(3) D
Common Stock 03/12/2020 S 600(4) D $238.2867(12) 71,303(3) D
Common Stock 03/12/2020 S 1,100(4) D $239.6327(13) 70,203(3) D
Common Stock 03/12/2020 S 500(4) D $241.064(14) 69,703(3) D
Common Stock 03/12/2020 S 400(4) D $244.01(15) 69,303(3) D
Common Stock 03/12/2020 S 100(4) D $244.78 69,203(3) 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)
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 $246.00 to $246.62. 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.
3. Included in this number are 69,029 unvested restricted stock units, 12,727 of which were granted on March 8, 2020 and shall vest through March 8, 2023, 12,288 of which were granted on March 8, 2019 and shall vest through March 8, 2022, 12,834 of which were granted on March 8, 2018 and shall vest through March 8, 2021 and 31,180 of which were granted on September 7, 2017 and shall vest through September 7, 2021.
4. On December 9, 2019, Mr. Blackford adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Blackford. 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 $218.51 to $219. 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 $219.33 to $219.40. 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 $223.40 to $223.92. 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 $227.18 to $228.11. 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 $233.98 to $234.74. 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 $235.69 to $236.36. 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 $236.74 to $237.67. 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.
12. This transaction was executed in multiple trades at prices ranging from $237.85 to $238.53. 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.
13. This transaction was executed in multiple trades at prices ranging from $239.02 to $239.97. 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 issuer full information regarding the number of shares and prices at which the transactions were effected.
14. This transaction was executed in multiple trades at prices ranging from $240.77 to $241.42. 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.
15. This transaction was executed in multiple trades at prices ranging from $243.55 to $244.27. 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: Quentin S. Blackford 03/13/2020
** 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).
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