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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )These shares were sold to cover the Company's tax withholding obligation that accrued in connection with the vesting of restricted stock units previously granted.|
( 2 )Included 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.
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.
|* 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).|