| March 15, 2016 |
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3030
Washington, D.C. 20549
Attn: Ms. Amanda Ravitz
Mr. Daniel Morris
Mr. Tom Jones
Mr. David Burton
Ms. Kate Tillan
Re: Senseonics Holdings, Inc.
Registration Statement on Form S-1
File No. 333-208984
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of Senseonics Holdings, Inc. that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-208984) be accelerated so that the Registration Statement will become effective at 4:00 P.M. Eastern Time on March 16, 2016, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that the underwriters will have effected as of March 15, 2016 approximately the following distribution of the preliminary prospectus:
946 to institutions;
200 to prospective underwriters; and
386 to others.
The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
| Very truly yours, | ||
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| LEERINK PARTNERS LLC | ||
| CANACCORD GENUITY INC. | ||
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| By: LEERINK PARTNERS LLC | ||
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| By: | /s/ John I. Fitzgerald, Esq. | |
| Name: | John I. Fitzgerald, Esq. | |
| Title: | Managing Director | |
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| By: CANACCORD GENUITY INC. | ||
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| By: | /s/ Jennifer Pardi | |
| Name: | Jennifer Pardi | |
| Title: | Senior Managing Director | |
cc: Timothy T. Goodnow, Senseonics Holdings, Inc.
Christian E. Plaza, Cooley LLP
Darren K. DeStefano, Cooley LLP
Donald J. Murray, Covington & Burling LLP
Brian K. Rosenzweig, Covington & Burling LLP
