Form 3 LISTER JOHN For: May 19 (10K)

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, 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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1. Name and Address of Reporting Person^*

LISTER JOHN

(Last)

(First)

(Middle)

C/O DEXCOM, INC., 6340 SEQUENCE DRIVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2009

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)
VP, Legal Affairs

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 Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,500	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 Excercise 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 Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (Right to Buy)	⁽¹⁾	01/13/2018	Common Stock	50,000	$ 8.85	D
Non-Qualified Stock Option (Right to Buy)	⁽¹⁾	05/18/2018	Common Stock	7,500	$ 7.63	D
Non-Qualified Stock Option (Right to Buy)	⁽¹⁾	12/10/2018	Common Stock	12,500	$ 3.19	D

Explanation of Responses:
1. The option vests and becomes exercisable with respect to 1/4th of the shares one year after the date of grant, and thereafter continues to vest and become exercisable as to 1/48th of the shares each month thereafter, with the shares fully vested on the 4th anniversary of the date of grant.
Remarks: CONFIRMING�STATEMENT This�Statement�confirms�that�the�undersigned,�John�Lister,�has�authorized�and�designated�Jess�Roper�and�Steven�Pacelli�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�Jess�Roper�and�Steven�Pacelli�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�Jess�Roper�and�Steven�Pacelli�are�not�assuming�any�of�the�undersigned's�responsibilities�to�comply�with�Section�16�of�the�Securities�Exchange�Act�of�1934. Date:��May�20,�2008 /s/�JOHN�LISTER John�Lister

	/s/ John Lister	05/22/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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