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SC 13G Filing
Senseonics (SENS) SC 13GSenseonics Holdings, Inc.
Filed: 28 Mar 16, 12:00am
Rule 13d-1(b) | |
X | Rule 13d-1(c) |
Rule 13d-1(d) |
CUSIP No. 81727U105 | 13G | Page 2 of 14 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Ventures VI, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [ ] (b) [X1] | |||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
12 | TYPE OF REPORTING PERSON* PN |
CUSIP No. 81727U105 | 13G | Page 3 of 14 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Partners VI, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [ ] (b) [X] See Footnote 1 | |||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
12 | TYPE OF REPORTING PERSON* PN |
CUSIP No. 81727U105 | 13G | Page 4 of 14 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James H. Cavanaugh, Ph.D. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [ ] (b) [X] See Footnote 1 | |||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP No. 81727U105 | 13G | Page 5 of 14 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Christopher Mirabelli, Ph.D. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [ ] (b) [X] See Footnote 1 | |||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP No. 81727U105 | 13G | Page 6 of 14 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Harold R. Werner | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [ ] (b) [X] See Footnote 1 | |||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP No. 81727U105 | 13G | Page 7 of 14 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John W. Littlechild | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [ ] (b) [X] See Footnote 1 | |||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP No. 81727U105 | 13G | Page 8 of 14 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Augustine Lawlor | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [ ] (b) [X] See Footnote 1 | |||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
12 | TYPE OF REPORTING PERSON* IN |
CUSIP No. 81727U105 | 13G | Page 9 of 14 Pages |
Item 1. |
(a) | Name of Issuer |
Senseonics Holdings, Inc. |
(b) | Address of Issuer’s Principal Executive Offices |
20451 Seneca Meadow Parkway |
Germantown, MD 20876 |
Item 2. |
(a) | Name of Person Filing |
HealthCare Ventures VI, L.P. (“HCVVI”) |
HealthCare Partners VI, L.P. (“HCPVI”) |
James H. Cavanaugh, Ph.D. (“Cavanaugh”) |
Christopher Mirabelli, Ph.D. (“Mirabelli”) |
Harold R. Werner (“Werner”) |
John W. Littlechild (“Littlechild”) |
Augustine Lawlor (“Lawlor”) |
See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them. 2 |
(b) | Address of Principal Business Office or, if none, Residence |
The business address for HCVVI, HCPVI, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor is 47 Thorndike Street, Suite B1-1, Cambridge, Massachusetts 02141. |
(c) | Citizenship |
HCVVI and HCPVI are limited partnerships organized under the laws of the State of Delaware. Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, and Lawlor are each United States citizens. |
CUSIP No. 81727U105 | 13G | Page 10 of 14 Pages |
(d) | Title of Class of Securities |
Common Stock, $0.001 par value per share (the “Common Stock”) |
(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: | NOT APPLICABLE. |
(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) | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Item 4. | Ownership. |
(a) | Amount beneficially owned: |
As of March 23, 2016: HCVVI beneficially owns 6,099,436 shares of Common Stock, consisting of (i) 5,506,773 shares of Common stock, and (ii) warrants to purchase 592,663 shares of Common Stock. HCPVI, as the general partner of HCVVI, and each of Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor, the general partners of HCPVI, may be deemed to indirectly beneficially own the shares of Common Stock and the warrants to purchase Common Stock owned by HCVVI. |
CUSIP No. 81727U105 | 13G | Page 11 of 14 Pages |
(b) | Percent of class: |
Based on (i) 91,560,061 shares of Common Stock outstanding as reported in the Issuer’s prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on March 18, 2016 and (ii) 592,663 shares of common stock underlying immediately exercisable Warrants held by HCVVI, the 6,099,436 shares of Common Stock beneficially owned by HCVVI (and which may be deemed beneficially owned by HCPVI, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor) constituted 6.6% of the shares outstanding. |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote – Not Applicable. |
(ii) | Shared power to vote or to direct the vote – |
HCVVI, HCPVI, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor share the power to vote or direct the vote of those shares owned by HCVVI. |
(iii) | Sole power to dispose or to direct the disposition of – Not Applicable. |
(iv) | Shared power to dispose or to direct the disposition of – |
HCVVI, HCPVI, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor share the power to dispose of or direct the disposition of those shares owned by HCVVI. |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
CUSIP No. 81727U105 | 13G | Page 12 of 14 Pages |
Item 10. | Certification |
CUSIP No. 81727U105 | 13G | Page 13 of 14 Pages |
March 28, 2016 | HealthCare Ventures VI, L.P. By: its General Partner, HealthCare Partners VI, L.P. /s/ Jeffrey Steinberg By: _________________________________________ Jeffrey Steinberg, Administrative Officer |
March 28, 2016 | HealthCare Partners VI, L.P. /s/ Jeffrey Steinberg By: ________________________________________ Jeffrey Steinberg, Administrative Officer |
March 28, 2016 | /s/Jeffery Steinberg, Attorney-in-Fact James H. Cavanaugh, Ph.D. |
March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Christopher Mirabelli, Ph.D. |
March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Harold R. Werner |
March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact John W. Littlechild |
March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Augustine Lawlor |
CUSIP No. 81727U105 | 13G | Page 14 of 14 Pages |
EXHIBIT A |
AGREEMENT |
JOINT FILING OF SCHEDULE 13G |
March 28, 2016 | HealthCare Ventures VI, L.P. By: its General Partner, HealthCare Partners VI, L.P. /s/ Jeffrey Steinberg By: _________________________________________ Jeffrey Steinberg, Administrative Officer |
March 28, 2016 | HealthCare Partners VI, L.P. /s/ Jeffrey Steinberg By: _______________________________________ Jeffrey Steinberg, Administrative Officer |
March 28, 2016 | /s/Jeffery Steinberg, Attorney-in-Fact James H. Cavanaugh, Ph.D. |
March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Christopher Mirabelli, Ph.D. |
March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Harold R. Werner |
March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact John W. Littlechild |
March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Augustine Lawlor |