UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)*
| Senseonics Holdings, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value |
| (Title of Class of Securities) |
| 81727U105 |
| (CUSIP Number) |
Masters Capital Management, LLC 3060 Peachtree Road, NW, Suite 1425 Atlanta, Georgia 30305 Telephone- (404) 364-2021 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| January 11, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ X ]. | |
| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent. | |
| * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. | |
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
CUSIP No. | 81727U105 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Masters Capital Management, LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [x] | ||
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF, WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Georgia |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 26,754,201 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARES DISPOSITIVE POWER | [_] | |
| 26,754,201 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
| 26,754,201 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.89% |
| 14. | TYPE OF REPORTING PERSON | |
| OO | ||
CUSIP No. | 81727U105 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Michael Masters |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [x] | ||
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF, WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 26,754,201 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARES DISPOSITIVE POWER | [_] | |
| 26,754,201 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
26,754,201 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.89% |
| 14. | TYPE OF REPORTING PERSON | |
| IN | ||
| CUSIP No. | 81727U105 | ||
| Item 1. | Security and Issuer. | |
| This statement on Schedule 13D (the “Schedule 13D”) relates to the Common Stock, $.001 par value (the “Common Stock”), of Senseonics Holdings, Inc., a Delaware corporation with its principal executive offices located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876 (the “Issuer”). | ||
| Item 2. | Identity and Background. | |
| (a)-(c), (f) | This Schedule 13D is being filed jointly by (i) Masters Capital Management, LLC, a Georgia limited liability company and (ii) Michael Masters, a United States citizen (collectively, the “Reporting Persons”).
The principal business address of the Reporting Persons is 3060 Peachtree Road, NW, Suite 1425, Atlanta, Georgia 30305.
Michael Masters is the managing member of Masters Capital Management, LLC, an investment management firm that serves as the investment manager to private funds. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | |
| Item 3. | Source and Amount of Funds or Other Consideration. | |
The funds for the purchase of the Common Stock beneficially owned by the Reporting Persons came from the working capital of the private funds managed by the Issuer.
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. | ||
| Item 4. | Purpose of Transaction. | |
The Reporting Persons hold the securities described in Item 5 of this statement for investment purposes only.
An employee of the Reporting Person, Anthony Raab, is a member of the board of directors of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer. | |
| (a)-(c) | As of the date hereof, Masters Capital Management, LLC, and Michael Masters may be deemed to be the beneficial owner of 26,754,201 shares of Common Stock or 5.89% of the shares of the Common Stock of the Issuer, based upon 454,056,000 shares of Common Stock outstanding as of January 11, 2021 according to the Issuer.* The 26,754,201 shares of Common Stock include 24,754,198 shares of Series A Convertible Preferred Shares that may be converted for Common Shares of the Issuer.
Each of Masters Capital Management, LLC and Michael Masters may be deemed to be the beneficial owner of 24,754,198 Series A Convertible Preferred Shares that are convertible to shares of Common Stock.
Each of Masters Capital Management, LLC and Michael Masters has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 26,754,201 shares of Common Stock.
Each of Masters Capital Management, LLC and Michael Masters has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 26,754,201 shares of Common Stock.
*The percentage of Common Shares of the Issuer beneficially owned by the Reporting Persons is calculated in accordance with the applicable SEC rules such that (1) the numerator is based on the Common Shares of the Issuer held by the Reporting Persons, plus the Common Shares that may be acquired upon the conversion of the Series A Convertible Preferred Shares for Common Shares of the Issuer and (2) the denominator is based on the shares of Common Stock outstanding as of January 11, 2021, plus the shares of Common Stock that may be acquired upon the conversion of the Series A Convertible Preferred Shares for Common stock.
Transactions in the securities of the Issuer during the last sixty days are set forth in Exhibit B.
The aforementioned shares of Common Stock were acquired for investment purposes. Masters Capital Management, LLC may acquire additional securities of the Issuer, dispose of all or some of these securities from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the shares of Common Stock.
The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. | |
| This Item is not applicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
| An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| January 21, 2021 | ||
| (Date) | ||
| Masters Capital Management, LLC | ||
| By: | /s/ Michael Masters | |
| Michael Masters, Managing Member | ||
| MICHAEL MASTERS | ||
| /s/ Michael Masters | ||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, dated January 21, 2021, relating to the Common Stock $0.001 par value of Senseonics Holdings, Inc. shall be filed on behalf of the undersigned.
| January 21, 2021 | ||
| (Date) | ||
| Masters Capital Management, LLC | ||
| By: | /s/ Michael Masters | |
| Michael Masters, Managing Member | ||
| MICHAEL MASTERS | ||
| /s/ Michael Masters | ||
Exhibit B
TRANSACTIONS IN THE ISSUER BY THE REPORTING PERSONS
DURING THE PAST SIXTY DAYS
| DATE | SECURITY | Transaction | AMOUNT | PRICE |
| 01/11/2021 | Series A Convertible Preferred Stock | Purchase | 8,783* | $1,000.00 per share |
*Convertible to 18,451,678 Common Stock.
