SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Kemper Steven J

(Last)

(First)

(Middle)

C/O DEXCOM, INC.

5555 OBERLIN DRIVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/13/2005

3. Issuer Name and Ticker or Trading Symbol
DEXCOM INC [ DXCM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	75,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	05/14/2013	Common Stock	96,288	$0.5	D
Stock Option (Right to Buy)	⁽²⁾	02/09/2014	Common Stock	20,555	$0.5	D
Stock Option (Right to Buy)	⁽³⁾	12/24/2014	Common Stock	49,261	$2.4	D

Explanation of Responses:

1. The remaining option shares vest and become exercisable in pro rata monthly installments through March 26, 2007.

2. The option vests and becomes exercisable with respect to 25% of the shares one year after the vesting commencement date of January 2, 2004 and thereafter continues to vest and become exercisable as to 1/36th of the remaining shares each month thereafter.

3. The option vests and becomes exercisable with respect to 25% of the shares one year after the vesting commencement date of December 24, 2004 and thereafter continues to vest and become exercisable as to 1/36th of the remaining shares each month thereafter.

Remarks:

This Statement confirms that the undersigned, Steven J. Kemper, has authorized and designated Nooshin Hussainy 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 Nooshin Hussainy 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 Nooshin Hussainy is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. /s/Steven J. Kemper

	Nooshin Hussainy on behalf of Steven J. Kemper	04/13/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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