Sec Form 13G Filing - TRAVELERS COMPANIES INC. (TRV) filing for DEXCOM INC (DXCM) - 2007-05-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 252131 10 7

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
The Travelers Companies, Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

Not Applicable

3.

SEC Use Only

4.

Citizenship or Place of Organization
Minnesota corporation

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
541,311 (see Item 4)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
541,311 (see Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
541,311 (see Item 4)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

11.

Percent of Class Represented by Amount in Row (9)
1.9%

12.

Type of Reporting Person (See Instructions)
HC, IC and CO

CUSIP No. 252131 10 7

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
St. Paul Fire and Marine Insurance Company

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

Not Applicable

3.

SEC Use Only

4.

Citizenship or Place of Organization
Minnesota corporation

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
541,311 (see Item 4)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
541,311 (see Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
541,311 (see Item 4)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

11.

Percent of Class Represented by Amount in Row (9)
1.9%

12.

Type of Reporting Person (See Instructions)
IC and CO

CUSIP No. 252131 10 7

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Split Rock Partners, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

Not Applicable

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware limited liability company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,555,800 (see Item 4)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,555,800 (see Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,555,800 (see Item 4)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

11.

Percent of Class Represented by Amount in Row (9)
5.5%

12.

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
The name of the issuer is DexCom, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices
The address of the principal executive offices of the Issuer is 5555 Oberlin Drive, San Diego, CA 92121.

Item 2.

(a)

Name of Person Filing
The Travelers Companies, Inc. (“Travelers”), St. Paul Fire and Marine Insurance Company (“F&M”) and Split Rock Partners, LLC (“Split Rock”).  Travelers, F&M and Split Rock are collectively referred to herein as the “Reporting Persons.”

(b)

Address of Principal Business Office or, if none, Residence
The principal business address of each of Travelers and F&M is 385 Washington Street, St. Paul, Minnesota 55102.  The principal business address of Split Rock is 10400 Viking Drive, Suite 550, Eden Prairie, MN 55344.

(c)

Citizenship
Each of Travelers and F&M is a Minnesota corporation.  Split Rock is a Delaware limited liability company.

(d)

Title of Class of Securities
The class of equity securities to which this Statement relates is the common stock, par value $0.001 per share, of the Issuer (the “Common Stock”).

(e)

CUSIP Number
The CUSIP number of the Common Stock is 252131 10 7.

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

Travelers and F&M may be deemed to own beneficially 541,311 shares of Common Stock of the Issuer.  F&M is a wholly owned subsidiary of Travelers.  F&M owns a controlling interest of Fog City Fund, LLC (“Fog City”).  Fog City is managed by its managing member, however, investments (in excess of certain amounts) or dispositions must be approved by its board of directors.  Split Rock has the right to appoint a majority of the members of the board of directors of Fog City. 

Split Rock may be deemed to own beneficially 1,555,800 shares of Common Stock of the Issuer.  Shares held by SPVC V, LLC (formerly known as St. Paul Venture Capital V, LLC (“SPVC V”)), SPVC VI, LLC (formerly known as St. Paul Venture Capital VI, LLC (“SPVC VI”)), and SPVC Affiliates Fund I, LLC (formerly known as St. Paul Venture Capital Affiliates Fund I, LLC (“SPVC Affiliates”, and collectively with SPVC V and SPVC VI, the “SPVC Funds”)) are jointly managed by Split Rock and Vesbridge Partners, LLC, however, voting and investment power over the shares has been delegated solely to Split Rock.  Voting and investment power with respect to the shares has been delegated by Split Rock to four individuals, who require a two-thirds vote to act.

The table below sets forth the securities held by each entity described herein:

Entity

Common Shares

F&M

96,431

Fog City

444,880

SPVC V

730,422

SPVC VI

366,660

SPVC Affiliates

13,838

By virtue of the affiliate relationships among Travelers, F&M and Fog City, Travelers and F&M may each be deemed to own beneficially 541,311 shares described in this Schedule 13G. 

By virtue of the affiliate relationships among Split Rock, F&M, the SPVC Funds and Fog City, Split Rock may be deemed to own beneficially 1,555,800 shares described in this Schedule 13G.   

The filing of this Statement shall not be construed as an admission that Travelers, F&M or Split Rock is the beneficial owner of any securities covered by this Statement

(b)

Percent of class:   

Travelers & F&M:  1.9%, and Split Rock:  5.5%.  The foregoing percentages are calculated based on the 28,333,296 shares of Common Stock represented to be outstanding by the Issuer on its most recently filed quarterly report on Form 10-Q for the period ended March 31, 2007.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

541,311

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

541,311

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote    

1,555,800

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

1,555,800

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

As of the date hereof, Travelers and F&M have ceased to be the beneficial owner of more than five percent of the class of securities.  However, Split Rock continues to be the beneficial owner of more than five percent of the class of securities.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable

Date: May 11, 2007.

THE TRAVELERS COMPANIES, INC.

By:

/s/ Bruce A. Backberg

Bruce A. Backberg

Its:

Senior Vice President

ST. PAUL FIRE AND MARINE INSURANCE COMPANY

By:

/s/ Bruce A. Backberg

Bruce A. Backberg

Its:

Senior Vice President

SPLIT ROCK PARTNERS, LLC

By:

/s/ Steven L.P. Schwen

Steven L.P. Schwen

Its:

Chief Financial Officer