Roeder Douglas A Form 4 Senseonics / DOUGLAS A ROEDER ownership change

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^*

ROEDER DOUGLAS A

(Last) (First) (Middle)

160 BOVET RD. #408

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Senseonics Holdings, Inc. [ SENS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2018

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	06/13/2018		S		211,832(1)	D	$3.9646(2)	10,510,803	I	See Footnote(3)
Common Stock	06/13/2018		S		2,068(1)	D	$3.9646(2)	102,632	I	See Footnote(4)
Common Stock	06/14/2018		S		153,723(1)	D	$3.9645(5)	10,357,080	I	See Footnote(3)
Common Stock	06/14/2018		S		1,501(1)	D	$3.9645(5)	101,131	I	See Footnote(4)
Common Stock	06/15/2018		S		605,355(1)	D	$4.049(6)	9,751,725	I	See Footnote(3)
Common Stock	06/15/2018		S		5,910(1)	D	$4.049(6)	95,221	I	See Footnote(4)

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 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

Explanation of Responses:

1. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 19, 2018.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.85 to $4.11, inclusive. The Reporting Person undertakes to provide 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 2 to this Form 4.

3. The reported securities are directly owned by Delphi Ventures VIII, L.P. ("DV VIII"). Delphi Management Partners VIII, L.L.C. ("DMP VIII"), the general partner of DV VIII, may be deemed to have sole dispositive and voting power over the securities directly owned by DV VIII. James J. Bochnowski, David L. Douglass, Deepika R. Pakianathan and Douglas A. Roeder are the managing members of DMP VIII and may be deemed to share voting and dispositive power over the securities held by DV VIII. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by DV VIII, except to the extent of any pecuniary interest therein.

4. The reported securities are directly owned by Delphi Bioinvestments VIII, L.P. ("DBI VIII"). Delphi Management Partners VIII, L.L.C. ("DMP VIII"), the general partner of DBI VIII, may be deemed to have sole dispositive and voting power over the securities directly owned by DBI VIII. James J. Bochnowski, David L. Douglass, Deepika R. Pakianathan and Douglas A. Roeder are the managing members of DMP VIII and may be deemed to share voting and dispositive power over the securities held by DBI VIII. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by DBI VIII, except to the extent of any pecuniary interest therein.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.87 to $4.08, inclusive. The Reporting Persons undertake to provide 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 5 to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.98 to $4.16, inclusive. The Reporting Persons undertake to provide 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 6 to this Form 4.

Remarks:

	/s/ Matthew T. Potter, Attorney-in-Fact for Douglas A. Roeder	06/15/2018
	** 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).
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