Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SAYER KEVIN R
  2. Issuer Name and Ticker or Trading Symbol
DEXCOM INC [DXCM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CEO & Chairman
(Last)
(First)
(Middle)
6340 SEQUENCE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2018
(Street)

SAN DIEGO, CA 92121
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/12/2018   M   11,161 (1) A $ 4.58 331,998 (2) D  
Common Stock 11/12/2018   S   1,800 (1) D $ 142.2476 (3) 330,198 (2) D  
Common Stock 11/12/2018   S   500 (1) D $ 143 329,698 (2) D  
Common Stock 11/12/2018   S   1,700 (1) D $ 145.5471 (4) 327,998 (2) D  
Common Stock 11/12/2018   S   2,000 (1) D $ 146.8697 (5) 325,998 (2) D  
Common Stock 11/12/2018   S   2,766 (1) D $ 147.9888 (6) 323,232 (2) D  
Common Stock 11/12/2018   S   2,395 (1) D $ 148.7397 (7) 320,837 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 4.58 11/12/2018   M     11,161 05/19/2010 05/19/2019 Common Stock 11,161 $ 0 11,162 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SAYER KEVIN R
6340 SEQUENCE DRIVE
SAN DIEGO, CA 92121
  X     President, CEO & Chairman  

Signatures

 By: Timothy O'Brien For: Kevin R Sayer   11/14/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On 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.
(2) Included 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.
(3) This transaction was executed in multiple trades at prices ranging from $142.00 to $142.71. 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.
(4) This transaction was executed in multiple trades at prices ranging from $145.19 to $146.10. 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.
(5) This transaction was executed in multiple trades at prices ranging from $146.22 to $147.21. 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.
(6) This transaction was executed in multiple trades at prices ranging from $147.28 to $148.26. 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.
(7) This transaction was executed in multiple trades at prices ranging from $148.32 to $149.09. 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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