Edgar Filing: CANAAN EQUITY II ENTREPRENEURS LLC

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Canaan Equity Partners II LLC

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS, 105 ROWAYTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2005

(Street)

ROWAYTON, CT 06853

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/10/2005		S⁽¹⁾		1,053,000 ⁽²⁾	D	$ 13.3	2,040,635	I	See Footnote ⁽³⁾

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Canaan Equity Partners II LLC C/O CANAAN PARTNERS 105 ROWAYTON AVENUE ROWAYTON, CT 06853		X
CANAAN EQUITY II LP C/O CANAAN PARTNERS 105 ROWAYTON AVENUE ROWAYTON, CT 06853		X
Canaan Equity II, L.P. (QP) C/O CANAAN PARTNERS 105 ROWAYTON AVENUE ROWAYTON, CT 06853		X
CANAAN EQUITY II ENTREPRENEURS LLC C/O CANAAN PARTNERS 105 ROWAYTON AVENUE ROWAYTON, CT 06853		X
BALEN JOHN V C/O CANAAN PARTNERS 105 ROWAYTON AVENUE ROWAYTON, CT 06853		X
FURNIVALL JAMES C C/O CANAAN PARTNERS 105 ROWAYTON AVENUE ROWAYTON, CT 06853		X
GREEN L STEPHEN C/O CANAAN PARTNERS 105 ROWAYTON AVENUE ROWAYTON, CT 06853		X
DEEPAK KAMRA C/O CANAAN PARTNERS 105 ROWAYTON AVENUE ROWAYTON, CT 06853		X
KOPCHINSKY GREGORY C/O CANAAN PARTNERS 105 ROWAYTON AVENUE ROWAYTON, CT 06853		X
RUSSO GUY M C/O CANAAN PARTNERS 105 ROWAYTON AVENUE ROWAYTON, CT 06853		X

Signatures

/s/ John D. Lambrech as Attorney in Fact		11/14/2005
^**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)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting persons on November 8, 2005.
(2)	Represents 689,715 shares sold Canaan Equity II L.P.; 308,529 shares sold by Canaan Equity II L.P. (QP); and 54,756 shares sold by Canaan Equity II Entrepreneurs LLC. Each of John V. Balen, James C. Furnivall, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Guy M. Russo, Eric A. Young, Charmers Landing LLC, Stonehenge LLC and Waubeeka LLC are managers of Canaan Equity Partners II LLC, the general partner or manager, as applicable, of these funds, which individuals may be deemed to have shared voting, investment and dispositive power with respect to these shares, but disclaim beneficial ownership of all shares except to the extent of their respective pecuniary interest therein.
(3)	Consists of 1,336,616 shares held Canaan Equity II L.P.; 597,906 shares held by Canaan Equity II L.P. (QP); and 106,113 shares held by Canaan Equity II Entrepreneurs LLC. Each of John V. Balen, James C. Furnivall, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Guy M. Russo, Eric A. Young, Charmers Landing LLC, Stonehenge LLC and Waubeeka LLC are managers of Canaan Equity Partners II LLC, the general partner or manager, as applicable, of these funds, which individuals may be deemed to have shared voting, investment and dispositive power with respect to these shares, but disclaim beneficial ownership of all shares except to the extent of their respective pecuniary interest therein.

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