SEC Form 4 · accession 0001093557-18-000192
DEXCOM INC · DXCM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin R Sayer
Officer — President, CEO & Chairman · Director
Period of report
Sep 10, 2018
Accepted (ET)
Sep 12, 2018 · 9:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001093557
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 10, 2018 | M | 11,161 | $4.58 | A | 346,332 | D | |
| Common StockF2,F3,F1 | Sep 10, 2018 | S | 1,500 | $142.3137 | D | 344,832 | D | |
| Common StockF2,F4,F1 | Sep 10, 2018 | S | 5,900 | $143.3545 | D | 338,932 | D | |
| Common StockF2,F5,F1 | Sep 10, 2018 | S | 3,761 | $144.0373 | D | 335,171 | D | |
| Common StockF6,F1 | Sep 10, 2018 | S | 7,532 | $143.7552 | D | 327,639 | D | |
| Common StockF6,F1 | Sep 10, 2018 | S | 6,802 | $143.7552 | D | 320,837 | D |
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) | $4.58 | Sep 10, 2018 | M | 11,161 | D | May 19, 2010 | May 19, 2019 | Common Stock | 11,161 | 33,484 | D |
Explanation of responses
- F1Included in this number are 136,185 unvested restricted stock units, 80,545 of which were granted on March 8, 2018 and shall vest through March 8, 2021, 40,640 of which were granted on March 8, 2017 and shall vest through March 8, 2020, 15,000 of which were granted on March 8, 2016 and shall vest through March 8, 2019.
- F2On May 10, 2018, Mr. Sayer adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Sayer. The exercise and sale of shares set forth above were pursuant to the 10b5-1 Plan.
- F3This transaction was executed in multiple trades at prices ranging from $141.77 to $142.72. 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.
- F4This transaction was executed in multiple trades at prices ranging from $142.78 to $143.77. 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.
- F5This transaction was executed in multiple trades at prices ranging from $143.78 to $144.28. 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 issuer full information regarding the number of shares and prices at which the transactions were effected.
- F6Represents 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.