Statement of Changes in Beneficial Ownership (4)
November 12 2015 - 5:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
GREGG TERRANCE H
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2. Issuer Name
and
Ticker or Trading Symbol
DEXCOM INC
[
DXCM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Chairman
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(Last)
(First)
(Middle)
6340 SEQUENCE DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2015
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(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/9/2015
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M
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5001.0
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A
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$6.85
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464019
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D
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Common Stock
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11/9/2015
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S
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5001.0
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D
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$84.6908
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459018
(1)
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D
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Common Stock
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11/10/2015
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M
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17500.0
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A
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$6.85
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476518
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D
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Common Stock
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11/10/2015
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S
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17500.0
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D
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$85.0017
(2)
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459018
(1)
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D
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Common Stock
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11461
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I
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by IRA
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Common Stock
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331064
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I
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by Trust
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$6.85
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11/9/2015
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M
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5001.0
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6/19/2008
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6/19/2017
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Common Stock
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5001
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$84.6908
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100000
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D
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Non-Qualified Stock Option (right to buy)
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$6.85
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11/10/2015
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M
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17500.0
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6/19/2008
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6/19/2017
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Common Stock
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17500
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$85.0017
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82500
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D
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Explanation of Responses:
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(
1)
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Included in this number are 141,642 unvested restricted stock units, 35,000 of which were granted on March 8, 2015 and will vest on March 8, 2016, 81,251 unvested restricted stock units granted on March 8, 2014, 5,078 of which shall vest each month through March 8, 2017, and 25,391 unvested restricted stock units granted on March 11, 2013, 5,078 of which shall vest each month through March 11, 2016.
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(
2)
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This transaction was executed in multiple trades at prices ranging from $85.00 to $85.01. 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.
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(
3)
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Shares are held by the Gregg Family Trust U/A/D 12/23/1998, with respect to which the reporting person is a trustee.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GREGG TERRANCE H
6340 SEQUENCE DRIVE
SAN DIEGO, CA 92121
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X
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Executive Chairman
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Signatures
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By: John Lister For: Terrance H. Gregg
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11/12/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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