April 13, 2017
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4720
Washington, D.C. 20549
Attn: Amanda Ravitz
Heather Percival
Re: Senseonics Holdings, Inc.
Registration Statement on Form S-3
File No. 333-217122
Acceleration Request
Requested Date: | Monday, April 17, 2017 |
Requested Time: | 4:00 P.M. Eastern Time |
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Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-217122) (the “Registration Statement”) to become effective on April 17, 2017, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to such time from Cooley LLP, counsel to the Registrant, confirming this request. The Registrant hereby authorizes each of Darren DeStefano and Mark Ballantyne of Cooley LLP to make such request on its behalf.
Once the Registration Statement has been declared effective, please orally confirm that event with Darren DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034, or in his absence, Mark Ballantyne at (703) 456-8084.
[Signature page follows]
| Very truly yours, | |||||
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| Senseonics Holdings, Inc. | |||||
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| By: | /s/ R. Don Elsey | |
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| R. Don Elsey | |||
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| Chief Financial Officer | |||
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cc:Darren DeStefano, Cooley LLP |
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