Item 5. Other Information
ITEM 5 - OTHER INFORMATION
Trading Plans
During the three months ended June 30, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:
Character of Trading Arrangement
Name Title Adoption Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares to be Sold Expiration Date (1)
Donald M. Abbey
Executive Vice President, Global Business Services, IT Quality and Regulatory Affairs
5/5/2023 X 3,258 5/6/2024
Steven R. Altman
Director
5/30/2023 X 9,568 5/30/2025
Bridgette P. Heller
Director
6/13/2023 X 600 6/13/2024
* Intended to satisfy the affirmative defense of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
(1) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table.
Each new Rule 10b5-1 Plan that was adopted in the above table includes a representation from Ms. Heller, and Messrs. Abbey and Altman respectively, to the broker administering the plan that he or she was not in
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possession of any material nonpublic information regarding Dexcom or the securities subject to the Rule 10b5-1 Plan at the time the Rule 10b5-1 Plan was entered into. A similar representation was made to Dexcom in connection with the adoption of the Rule 10b5-1 Plan under Dexcom’s insider trading policy. Those representations were made as of the Adoption Date set forth above, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the directors and officers was unaware, or with respect to any material nonpublic information acquired by the above directors and officers or Dexcom after the date of the representation.
Once executed, transactions under a Rule 10b5-1 Plan adopted during the period described above will be disclosed publicly through Form 4 and/or Form 144 filings with the SEC in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, Dexcom does not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Ms. Heller, Messrs. Abbey and Altman, respectively, or other officers or directors of Dexcom.
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ITEM 6 - EXHIBITS
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Date of
First
Filing Exhibit
Number Provided
Herewith
3.1
Restated Certificate of Incorporation of DexCom, Inc.
8-K 000-51222 June 10, 2022 3.1 —
4.1
Indenture dated May 5, 2023 between DexCom, Inc. and U.S. Bank Trust Company, National Association (including the form of 0.375% Convertible Senior Notes due 2028).
8-K 000-51222 May 5, 2023 4.1 —
10.01
DexCom, Inc. Amended and Restated Severance and Change in Control Plan effective June 1, 2017, and as amended on May 18, 2023.
8-K 000-51222 May 19, 2023 10.1 —
10.02*
Amendment Number Eleven to Non-Exclusive Distribution Agreement, dated March 15 , 2023, by and between DexCom, Inc. and RGH E nterprises , LLC .
— — — — X
10.0 3 *
Amendment Number Fourteen to Amended and Restated Non-Exclusive Distribution Agreement, dated April 1, 2023, by and between DexCom, Inc. and Byram Healthcare.
— — — — X
10.0 4 *
Amendment Number Twelve to Non-Exclusive Distribution Agreement, dated May 15 , 2023, by and between DexCom, Inc. and RGH Enterprises, LLC .
— — — — X
10.0 5 *
Amendment Number Thirteen to Amended and Restated Non-Exclusive Distribution Agreement, dated June 1, 2023, by and between DexCom, Inc. and Byram Healthcare.
— — — — X
10.0 6
First Amendment to Second Amended and Restated Credit Agreement, dated June 1, 2023 by and between DexCom, Inc. and JPMorgan Chase Bank National Association .
— — — — X
10.0 7 *
Amendment Number Fif teen to Amended and Restated Non-Exclusive Distribution Agreement, dated June 1 5 , 2023, by and between DexCom, Inc. and Byram Healthcare.
— — — — X
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Date of
First
Filing Exhibit
Number Provided
Herewith
31.01
Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).
— — — — X
31.02
Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).
— — — — X
32.01**
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).
— — — — X
32.02**
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).
— — — — X
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 is formatted in Inline XBRL
X
* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
** This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Dexcom specifically incorporates it by reference.
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SIGNATURES
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 thereunto duly authorized.
DEXCOM, INC.
(Registrant)
Dated: July 27, 2023 By: /s/ KEVIN R. SAYER
Kevin R. Sayer,
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
Dated: July 27, 2023 By: /s/ JEREME M. SYLVAIN
Jereme M. Sylvain,
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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