Statement of Changes in Beneficial Ownership (4)

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

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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

1. Name and Address of Reporting Person * Pacelli Steven Robert	2. Issuer Name and Ticker or Trading Symbol DEXCOM INC [ DXCM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP Strategy and Corporate Dev
(Last)          (First)          (Middle) 6340 SEQUENCE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 3/13/2020
(Street) SAN DIEGO, CA 92121 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	3/13/2020		G		2250 (1)	D	$0.0	82063 (2)	D
Common Stock	3/23/2020		S		156 (3)	D	$207.1711 (4)	81907 (2)	D
Common Stock	3/23/2020		S		75 (3)	D	$208.02	81832 (2)	D
Common Stock	3/23/2020		S		1300 (3)	D	$209.55	80532 (2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	The transaction represents a gift by the Reporting Person of 2,250 shares to a charitable donor advised fund.
(2)	Included in this number are 31,636 unvested restricted stock units, 8,811 of which were granted on March 8, 2020 and shall vest through March 8, 2023, 9,991 of which were granted on March 8, 2019 and shall vest through March 8, 2022, and 12,834 of which were granted on March 8, 2018 and shall vest through March 8, 2021.
(3)	On June 11, 2019, Mr. Pacelli adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Pacelli. The shares set forth above were sold pursuant to the 10b5-1 Plan.
(4)	This transaction was executed in multiple trades at prices ranging from $207.01 to $207.54. 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pacelli Steven Robert 6340 SEQUENCE DRIVE SAN DIEGO, CA 92121			EVP Strategy and Corporate Dev

Signatures
By: Jereme Sylvain For: Steven R Pacelli		3/25/2020
**Signature of Reporting Person		Date