Senseonics (SENS) Form 4 Senseonics / Mukul JAIN 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^*

JAIN Mukul

(Last) (First) (Middle)

20451 SENECA MEADOWS PARKWAY

(Street)

GERMANTOWN MD 20876-7005

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2021

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	06/09/2021		M(1)		6,134	A	$0.54	1,976,691	D
Common Stock	06/09/2021		S(1)		6,134	D	$3.5(2)	1,970,557	D
Common Stock	06/10/2021		M(1)		18,866	A	$0.54	1,989,423	D
Common Stock	06/10/2021		S(1)		18,866	D	$3.51(3)	1,970,557	D

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
Stock Option (right to buy)	$0.54	06/09/2021		M(1)			6,134	(4)	06/04/2024	Common Stock	6,134	$0.00	224,465	D
Stock Option (right to buy)	$0.54	06/10/2021		M(1)			18,866	(4)	06/04/2024	Common Stock	18,866	$0.00	205,599	D

Explanation of Responses:

1. The option exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the record holder of the securities on March 15, 2021.

2. This transaction was executed in multiple trades at prices ranging from $3.50 to $3.505, inclusive. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected as set forth in this footnote.

3. This transaction was executed in multiple trades at prices ranging from $3.50 to $3.54, inclusive. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected as set forth in this footnote.

4. Shares are fully vested and exercisable.

Remarks:

	/s/ Darren K. DeStefano, Attorney-in-Fact	06/11/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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