September 17, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Tim Buchmiller | |
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Re: | Senseonics Holdings, Inc. | |
| Registration Statement on Form S-3 | |
| Filed September 6, 2019 | |
| File No. 333-233656 | |
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| Acceleration Request | |
| Requested Date: | Thursday, September 19, 2019 |
| Requested Time: | 5:00 P.M. Eastern Time |
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, as amended (File No. 333-233656) (the “Registration Statement”) to become effective on September 19, 2019, at 5:00 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, Mark Ballantyne and William DuVal 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, William DuVal of Cooley LLP at (703) 456-8663.
[Signature page follows]
| Very truly yours, | |
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| Senseonics Holdings, Inc. | |
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| By: | /s/ Jon Isaacson |
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| Jon Isaacson |
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| Chief Financial Officer |
cc: Darren DeStefano, Cooley LLP
Mark Ballantyne, Cooley LLP
