Senseonics (SENS) SC 13G Senseonics / Steward Capital ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Senseonics Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

81727U105

(CUSIP Number)

January 6, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

No. 81727U105

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steward Capital Holdings, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 21,449,007(1)
	6	SHARED VOTING POWER
	7	SOLE DISPOSITIVE POWER 21,449,007(1)
	8	SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,449,007(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1) Consists of (i) 440,604 shares of Senseonics Holdings, Inc. (the “Company”) common stock, par value $0.001 per share (the “Common Stock”) and (ii) 21,008,403 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock issued on January 6, 2021 (the “Preferred Stock”) . The percent of class owned is rounded to the nearest tenth and is based upon (i) 245,666,611 shares of Common Stock outstanding as of November 4, 2020 as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020 plus (ii) an aggregate of 21,008,403 shares of Common Stock issuable to the reporting person upon full conversion of the Preferred Stock.

Item 1.

(a) Name of Issuer

Senseonics Holdings, Inc.

(b) Address of Issuer’s Principal Executive Offices

20451 Seneca Meadows Parkway

Germantown, MD 20876-7005

Item 2.

(a) Name of Person Filing

Steward Capital Holdings, LP

(b) Address of Principal Business Office or, if none, Residence

3900 S. Overland Avenue

Springfield, MO 65807

(c) Citizenship

Delaware limited partnership

(d) Title of Class of Securities

Common Stock, $0.001 par value

(e) CUSIP Number

81727U105

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)	☐	A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: N/A

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: As of the date the reporting person may be deemed to be the beneficial owner of 21,449,007 shares of the Company’s Common Stock, which includes (i) 440,604 of Common Stock and (ii) 21,008,403 shares of Common Stock issuable upon conversion of the Preferred Stock.

(b) Percent of class: As of the date hereof, assuming full conversion of the Preferred Stock, the reporting person may be deemed to be the beneficial owner of approximately 8.0% of the total number of the Company’s shares of Common Stock outstanding.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 21,449,007

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of: 21,449,007

(iv) Shared power to dispose or to direct the disposition of:

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐ .

N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

Item 8. Identification and Classification of Members of the Group

N/A

Item 9. Notice of Dissolution of Group

N/A

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.

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.

Date: January 19, 2021	By:	/s/ Misty D. Park
		Name: Misty D. Park
		Title: Senior Vice President, Controller

Footnotes:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)