SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Senseonics Holdings, Inc. [ SENS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/06/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/06/2017 | X | 139,645 | A | $1.7902 | 139,645 | I | See Note 1(1) | ||
| Common Stock | 12/06/2017 | S(2) | 94,695 | D | $2.64 | 44,950 | I | See Note 1(1) | ||
| Common Stock | 12/07/2017 | S | 12,100 | D | $2.6139(3) | 32,850 | I | See Note 1(1) | ||
| Common Stock | 12/08/2017 | S | 32,850 | D | $2.5936(4) | 0 | I | See Note 1(1) | ||
| Common Stock | 48,377 | D | ||||||||
| Common Stock | 21,911,183 | I | See Note 5(5) | |||||||
| Common Stock | 8,949,292 | I | See Note 6(6) | |||||||
| Common Stock | 27,791 | I | See Note 7(7) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock purchase warrant | $1.7902 | 12/06/2017 | X | 139,645 | (8) | 07/15/2021 | Common Stock | 139,645 | $0.00 | 0 | I | See Note 1(1) | |||
| Explanation of Responses: |
| 1. The Reporting Person is the sole general partner of NEA Partners VII, Limited Partnership ("NEA Partners VII"). NEA Partners VII is the sole general partner of New Enterprise Associates VII, Limited Partnership ("NEA VII"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA VII shares in which the Reporting Person has no pecuniary interest. |
| 2. On December 6, 2017, NEA VII exercised a warrant to purchase 139,645 shares of the Issuer's common stock for $1.790207 a share. NEA VII paid the exercise price on a cashless basis, resulting in the Issuer withholding 94,695 of the warrant shares to pay the exercise price and issuing to NEA VII the remaining 44,950 shares. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.60 to $2.65, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.57 to $2.64, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4. |
| 5. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA Partners 10"). NEA Partners 10 is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 shares in which the Reporting Person has no pecuniary interest. |
| 6. The Reporting Person is the sole general partner of NEA Partners 9, Limited Partnership ("NEA Partners 9"). NEA Partners 9 is the sole general partner of New Enterprise Associates 9, Limited Partnership ("NEA 9"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 9 shares in which the Reporting Person has no pecuniary interest. |
| 7. The Reporting Person is the sole general partner of NEA General Partners, L.P. NEA General Partners, L.P. is the sole general partner of NEA Presidents' Fund, L.P. ("NEA Presidents' Fund"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA Presidents' Fund shares in which the Reporting Person has no pecuniary interest. |
| 8. Immediately exercisable. |
| Remarks: |
| /s/ Sasha Keough, attorney-in-fact | 12/08/2017 | |
| ** 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 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). | ||
| 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. | ||