SEC Form 4 · accession 0001093557-16-000691
DEXCOM INC · DXCM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 9, 2016 | M | 12,000 | $7.63 | A | 103,667 | D | |
| Common StockF1,F2,F3 | Sep 9, 2016 | S | 12,000 | $93.6591 | D | 91,667 | D | |
| Common StockF4,F3 | Sep 9, 2016 | J | 11,833 | $95.80 | D | 79,834 | D | |
| Common StockF4,F3 | Sep 9, 2016 | J | 7,500 | $95.80 | D | 72,334 | D | |
| Common StockF4,F5 | Sep 9, 2016 | J | 11,833 | $95.80 | A | 13,383 | I | by Trust |
| Common StockF4,F5 | Sep 9, 2016 | J | 7,500 | $95.80 | A | 20,883 | I | by Trust |
| Common StockF6,F5 | Sep 9, 2016 | D | 6,312 | $93.7227 | D | 14,571 | I | by Trust |
| Common StockF6,F5 | Sep 9, 2016 | D | 4,001 | $93.7226 | D | 10,570 | I | by Trust |
| Common StockF7,F5 | Sep 12, 2016 | S | 7,071 | $92.0612 | D | 3,499 | I | by Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy) | $7.63 | Sep 9, 2016 | M | 12,000 | D | May 19, 2009 | May 19, 2018 | Common Stock | 12,000 | 13,583 | D |
Explanation of responses
- F1On March 7, 2016 Mr. Valdes adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Valdes. The shares set forth above were sold pursuant to the 10b5-1 Plan.
- F2This transaction was executed in multiple trades at prices ranging from $92.85 to $94.98. 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.
- F3Included in this number are 72,334 unvested restricted stock units, 38,000 of which were granted on March 8, 2016 and shall vest on March 8, 2019, 22,500 of which were granted on March 8, 2015 and shall vest through March 8, 2018 and 11,834 of which were granted on March 8, 2014 and shall vest through March 8, 2017.
- F4Shares were transferred from direct ownership to ownership under the Valdes-Lopez-Calleja Family Trust upon vesting of previously awarded restricted stock units.
- F5Shares are held by the Valdes-Lopez-Calleja Family Trust U/A/D 05/18/2011, with respect to which the reporting person is a trustee.
- F6These shares were sold to cover the Company's tax withholding obligation that accrued in connection with the vesting of restricted stock units previously granted.
- F7This transaction was executed in multiple trades at prices ranging from $92.06 to $92.07. 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.
Remarks
CONFIRMING STATEMENT: This Statement confirms that the undersigned Jorge Valdes, has authorized and designated Steve Pacelli, Jess Roper, Kevin Sun, Patrick Murphy and Timothy O'Brien to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of DexCom, Inc. The authority of Steve Pacelli, Jess Roper, Kevin Sun, Patrick Murphy and Timothy O'Brien under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of DexCom, Inc., unless earlier revoked in writing. The undersigned acknowledges that Steve Pacelli, Jess Roper, Kevin Sun, Patrick Murphy and Timothy O'Brien are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: August 25, 2016 /s/ JORGE VALDES Jorge Valdes