SEC Form 4 · accession 0001093557-16-000693

DEXCOM INC · DXCM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1These shares were sold to cover the Company's tax withholding obligation that accrued in connection with the vesting of restricted stock units previously granted.
• F2Included in this number are 55,000 unvested restricted stock units, 30,000 of which were granted on March 8, 2016 and shall vest through March 8, 2019, 20,000 of which were granted on March 8, 2015 and shall vest through March 8, 2018 and 5,000 of which were granted on March 8, 2014 and shall vest through March 8, 2017.

Remarks

CONFIRMING STATEMENT: This Statement confirms that the undersigned Jess Roper, has authorized and designated Steve Pacelli, 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, 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, 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/ JESS ROPER Jess Roper.