Kopchinsky Gregory SEC Form 3 Filed April 14, 2005

Kopchinsky Gregory SEC Form 3 Filed April 14, 2005: Initial statement of beneficial ownership of sec...

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SEC FORM 3 SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Canaan Equity Partners II LLC

(Last)

(First)

(Middle)

105 ROWAYTON AVE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/13/2005

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

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

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

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

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 Exercise 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 Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,733,941	⁽³⁾	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,079,075	⁽⁵⁾	I	See Footnote⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	280,619	⁽⁷⁾	I	See Footnote⁽⁸⁾

1. Name and Address of Reporting Person^*

Canaan Equity Partners II LLC

(Last)

(First)

(Middle)

105 ROWAYTON AVE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KOPCHINSKY GREGORY

(Last)

(First)

(Middle)

44 CLEARVIEW LANE

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

YOUNG ERIC A

(Last)

(First)

(Middle)

105 ROWAYTON AVE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately Exercisable

2. Not Applicable

3. Each share of the Series B Redeemable Convertible Preferred Stock will convert automatically into 0.5 shares of Common Stock upon the closing of Issuer's initial public offering.

4. Consists of 1,135,731 shares held by Canaan Equity II L.P.; 508,045 shares held by Canaan Equity II L.P. (QP) and 90,165 shares held by Canaan Equity II Entrepreneurs LLC. John Balen, Jim Furnivall, Steve Green, Deepak Kamra, Gregory Kopchinsky, Guy Russo, Eric Young, Charmers Landing LLC, Stonehenge LLC and Waubeeka LLC are Managers of Canaan Equity Partners II LLC, the General Partner or Manager 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 any pecuniary interest therein.

5. Each share of the Series C Redeemable Convertible Preferred Stock will convert automatically into 0.5 shares of Common Stock upon the closing of Issuers initial public offering.

6. Consists of 706,794 shares held by Canaan Equity II L.P.; 316,169 shares held by Canaan Equity II L.P. (QP) and 56,112 shares held by Canaan Equity II Entrepreneurs LLC. John Balen, Jim Furnivall, Steve Green, Deepak Kamra, Gregory Kopchinsky, Guy Russo, Eric Young, Charmers Landing LLC, Stonehenge LLC and Waubeeka LLC are Managers of Canaan Equity Partners II LLC, the General Partner or Manager 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 any pecuniary interest therein.

7. Each share of the Series D Redeemable Convertible Preferred Stock will convert automatically into 0.5 shares of Common Stock upon the closing of Issuers initial public offering.

8. Consists of 183,806 shares held by Canaan Equity II L.P.; 82,221 shares held by Canaan Equity II L.P. (QP) and 14,592 shares held by Canaan Equity II Entrepreneurs LLC. John Balen, Jim Furnivall, Steve Green, Deepak Kamra, Gregory Kopchinsky, Guy Russo, Eric Young, Charmers Landing LLC, Stonehenge LLC and Waubeeka LLC are Managers of Canaan Equity Partners II LLC, the General Partner or Manager 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 any pecuniary interest therein.

Remarks:

This Form 3 is filed in connection with a group joint filing consisting of a total of 14 group members (Canaan Equity Partners II, LLC, Canaan Equity II, LP, Canaan Equity II, LP (QP), Canaan Equity II Entreprenurs LLC, 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) which Canaan Equity Partners II, LLC is the designated filer.

	Guy M. Russo Attorney-in-Fact	04/14/2005
	** 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.

Attachments (1)

EX-99 — FORM991

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