Edgar Filing: DEXCOM INC

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 ^*

Lucas Donald A

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O RWI GROUP, 835 PAGE MILL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2005

(Street)

PALO ALTO, CA 94304

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/19/2005		C		76,401	A	⁽¹⁾	76,401	I	By Pronghorn Ventures IV, LLC ⁽⁴⁾
Common Stock	04/19/2005		C		121,646	A	⁽¹⁾	121,646	I	By RWI Group III, L.P. ⁽²⁾
Common Stock	04/19/2005		C		973,182	A	⁽¹⁾	973,182	I	By RWI Group IV, L.P. ⁽²⁾
Common Stock								6,500	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Preferred Stock

⁽¹⁾

04/19/2005

130,434

⁽¹⁾

⁽³⁾

Common Stock

65,217 ⁽¹⁾

⁽¹⁾

By Pronghorn Ventures IV, LLC ⁽⁴⁾

Series D Preferred Stock

⁽¹⁾

04/19/2005

22,368

⁽¹⁾

⁽³⁾

Common Stock

11,184 ⁽¹⁾

⁽¹⁾

By Pronghorn Ventures IV, LLC ⁽⁴⁾

Series C Preferred Stock

⁽¹⁾

04/19/2005

217,391

⁽¹⁾

⁽³⁾

Common Stock

108,695 ⁽¹⁾

⁽¹⁾

By RWI Group III, L.P. ⁽²⁾

Series D Preferred Stock

⁽¹⁾

04/19/2005

25,903

⁽¹⁾

⁽³⁾

Common Stock

12,951 ⁽¹⁾

⁽¹⁾

By RWI Group III, L.P. ⁽²⁾

Series C Preferred Stock

⁽¹⁾

04/19/2005

1,739,130

⁽¹⁾

⁽³⁾

Common Stock

869,565 ⁽¹⁾

⁽¹⁾

By RWI Group IV, L.P. ⁽²⁾

Series D Preferred Stock

⁽¹⁾

04/19/2005

207,234

⁽¹⁾

⁽³⁾

Common Stock

103,617 ⁽¹⁾

⁽¹⁾

By RWI Group IV, L.P. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lucas Donald A C/O RWI GROUP 835 PAGE MILL ROAD PALO ALTO, CA 94304	X

Signatures

Donald A. Lucas		04/19/2005
^**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)	Each share converted automatically into 0.5 shares of the Issuers Common Stock upon the closing of the Issuers initial public offering of Common Stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission.
(2)	The Reporting Person is a founding managing director of RWI Group (RWI). As a founding managing director, the reporting person shares voting and investment power of the shares held by RWI Group III, L.P. and RWI Group IV, L.P. which are affiliated with RWI. The reporting person disclaims beneficial ownership of these shares except to his pecuniary interest therein.
(3)	Not Applicable
(4)	The Reporting Person is a Managing Member and disclaims beneficial ownership of these shares except to his pecuniary interest therein.

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