Form 8-K












Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 28, 2010



DexCom, Inc.

(Exact name of Registrant as specified in its charter)




Delaware   000-51222   33-0857544

(State or other jurisdiction

of incorporation)

  (Commission file number)  

(I.R.S. Employer

Identification No.)


6340 Sequence Drive San Diego, CA 92121   92121
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (858) 200-0200


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 3.02 Unregistered Sales of Equity Securities.

On January 28, 2010, DexCom, Inc. (“DexCom”) completed an exchange with a prior holder of DexCom’s issued and outstanding 4.75% Convertible Senior Notes due 2027 (the “Notes”), under which DexCom issued an aggregate of 1,215,908 shares of its common stock, par value $0.001 per share, in exchange for $9,100,000 in aggregate principal amount of the Notes previously held by the exchanging holder. No commission or other remuneration was paid or given directly or indirectly in connection with the exchange. The exchange was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


      DEXCOM, INC.
Date: February 1, 2010     By:  

/s/    JOHN LISTER        

      Name:   John Lister
      Title:   Vice President of Legal Affairs