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This statement relates to the common stock, $.001 par value (the "Common Stock") of Senseonics Holdings, Inc. (the "Issuer") having its principal executive office at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005.

 

This statement is being filed by:

(a) New Enterprise Associates VII, Limited Partnership ("NEA 7"), New Enterprise Associates 9, Limited Partnership ("NEA 9") and New Enterprise Associates 10, Limited Partnership ("NEA 10" and, collectively with NEA 7 and NEA 9, the "Funds");

(b) NEA Partners VII, Limited Partnership ("NEA Partners 7"), which is the sole general partner of NEA 7, NEA Partners 9, Limited Partnership ("NEA Partners 9"), which is the sole general partner of NEA 9 and NEA Partners 10, Limited Partnership ("NEA Partners 10" and, collectively with NEA Partners 7 and NEA Partners 9, the "Control Entities"), which is the sole general partner of NEA 10; and

(c) M. James Barrett ("Barrett"), Peter J. Barris ("Barris") and Scott D. Sandell ("Sandell") (together, the "General Partners").  Barris is the individual general partner of NEA Partners 7 and NEA Partners 9.  The General Partners are the individual general partners of NEA Partners 10.

The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."

The address of the principal business office of the Funds and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of each of Barrett and Barris is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.  The address of the principal business office of Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.

The principal business of the Funds is to invest in and assist growth-oriented businesses located principally in the United States.  The principal business of NEA Partners 7 is to act as the sole general partner of NEA 7.  The principal business of NEA Partners 9 is to act as the sole general partner of NEA 9.  The principal business of NEA Partners 10 is to act as the sole general partner of NEA 10.  The principal business of Barris is to act as the general partner of NEA Partners 7, NEA Partners 9 and a number of affiliated partnerships with similar businesses.  The principal business of each of the General Partners is to act as a general partner of NEA Partners 10 and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Funds and each of the Control Entities are limited partnerships organized under the laws of the State of Delaware.  Each of the General Partners is a United States citizen.

 

 

 

On March 17, 2016, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No.333-208984) in connection with its initial public offering of 15,800,000 shares of Common Stock of the Issuer (the "IPO") was declared effective.  The closing of the IPO took place on March 23, 2016, and at such closing (i) NEA 9 purchased an aggregate of 1,052,631 shares of Common Stock (the "NEA 9 Shares") and (ii) NEA 10 purchased an aggregate of 1,578,947 shares of Common Stock (the "NEA 10 Shares" and, together with the NEA 9 Shares, the "Securities") at the IPO price of $2.85 per share.  In addition, prior to the IPO, (i) NEA 7 purchased from the Issuer in a series of private transactions 2,534,912 shares of Common Stock (the "Prior NEA 7 Shares") and warrants to purchase 139,645 shares of Common Stock, exercisable immediately (the "NEA 7 Warrant Shares" and, together with the Prior NEA 7 Shares, the "Prior NEA 7 Securities"), (ii) NEA 9 purchased from the Issuer in a series of private transactions 7,896,661 shares of Common Stock (the "Prior NEA 9 Shares") and warrants to purchase 701,630 shares of Common Stock, exercisable immediately (the "NEA 9 Warrant Shares" and, together with the Prior NEA 9 Shares, the "Prior NEA 9 Securities") and (iii) NEA 10 purchased from the Issuer in a series of private transactions 13,240,038 shares of Common Stock (the "Prior NEA 10 Shares") and warrants to purchase 1,079,436 shares of Common Stock, exercisable immediately (the "NEA 10 Warrant Shares" and, together with the Prior NEA 10 Shares, the "Prior NEA 10 Securities") for an aggregate purchase price of $55,822,030.  Collectively, the Funds now hold a total of 28,223,902 shares of the Issuer's Common Stock (the "Firm Shares").

The working capital of NEA 9 was the source of the funds for the purchase of the NEA 9 Shares.  The working capital of NEA 10 was the source of the funds for the purchase of the NEA 10 Shares.  No part of the purchase price of the NEA 10 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 10 Shares.

 

NEA 9 and NEA 10 acquired the Securities for investment purposes.  Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, the Funds and other Reporting Persons may dispose of or acquire additional shares of the Issuer.  Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuer's business or corporate structure;

(g)

Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

 

 

 

 

 

 

 

 

 

 

 

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)

Any action similar to any of those enumerated above.

 

 

Item 5.     Interest in Securities of the Issuer.

(a)

NEA 7 is the record owner of the Prior NEA 7 Shares.  As the sole general partner of NEA 7, NEA Partners 7 may be deemed to own beneficially the Prior NEA 7 Shares.  NEA 9 is the record owner of the NEA 9 Shares.  As the sole general partner of NEA 9, NEA Partners 9 may be deemed to own beneficially the NEA 9 Shares.  NEA 10 is the record owner of the NEA 10 Shares.  As the sole general partner of NEA 10, NEA Partners 10 may be deemed to own beneficially the NEA 10 Shares.

By virtue of their relationship as affiliated entities, whose Control Entities have overlapping individual controlling persons, each of the Funds may be deemed to share the power to direct the disposition and vote of the Firm Shares.

As the individual general partner of each of the Control Entities, Barris may be deemed to own beneficially all of the Firm Shares.  As the individual general partners of NEA 10, the General Partners may be deemed to own beneficially the NEA 10 Shares and the Prior NEA 10 Securities.

Each Reporting Person disclaims beneficial ownership of the NEA 10 Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet.  Such percentage was calculated, for each Reporting Person other than Barrett and Sandell, based on 93,480,772 shares of Common Stock reported to be outstanding, which includes (i) 91,560,061 shares of Common Stock (the "Prospectus Shares") reported by the Issuer to be outstanding immediately after the IPO on the Issuer's prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on March 18, 2016 and (ii) the Prior NEA 7 Warrants, (iii) the Prior NEA 9 Warrant Shares and the Prior NEA 10 Warrant Shares.  The percentage set forth on the cover sheet for Barrett and Sandell is calculated based on 92,639,497 shares of Common Stock, which includes (A) the Prospectus Shares and (B) the Prior NEA 10 Warrant Shares.

(b)

Regarding the number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: See line 7 of cover sheets

(ii)

shared power to vote or to direct the vote: See line 8 of cover sheets

(iii)

sole power to dispose or to direct the disposition: See line 9 of cover sheets.

(iv)

shared power to dispose or to direct the disposition: See line 10 of cover sheets

(c)

Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.

(e)

Not applicable.

 

 

 

Item 6.

Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

The Funds have entered into a lock-up agreement with the underwriters of the IPO pursuant to which the Funds have generally agreed, subject to certain exceptions, not to directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or hedge any shares of the Issuer's Common Stock, any options or warrants to purchase shares of the Issuer's Common Stock, or any securities convertible into, or exchangeable for or that represent the right to receive shares of the Issuer's Common Stock, for a period of 180 days after March 17, 2016 without the prior written consent of Leerink Partners LLC and Canaccord Genuity Inc.

 

    Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

    Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 4^th day of April, 2016.

 

NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP

       Peter J. Barris

       General Partner

 

NEA PARTNERS VII, LIMITED PARTNERSHIP

       Peter J. Barris

       General Partner

Peter J. Barris

NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP

NEA PARTNERS 9, LIMITED PARTNERSHIP

Peter J. Barris

 

 

 

NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP

By:	NEA PARTNERS 10, LIMITED PARTNERSHIP General Partner

NEA PARTNERS 10, LIMITED PARTNERSHIP

*

M. James Barrett

*

Peter J. Barris

*

Scott D. Sandell

Louis S. Citron

As attorney-in-fact

This Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

 

 

 

 

 

 

 

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Senseonics Holdings, Inc.

EXECUTED this 4^th day of April, 2016.

 

 

 

This Agreement relating to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1^st day of August, 2013.

M. James Barrett

Peter J. Barris

Forest Baskett

Rohini Chakravarthy

Patrick Chung

Ryan Drant

Anthony A. Florence

Robert Garland

Paul Hsiao

Patrick J. Kerins

Suzanne King

 

 

 

 

 

 

 

 

 

 

 

 

Krishna S. Kolluri

C. Richard Kramlich

Edward Mathers

David M. Mott

John M. Nehra

Charles W. Newhall III

Jason R. Nunn

Jon Sakoda

Scott D. Sandell

Peter W. Sonsini

A. Brooke Seawell

Ravi Viswanathan

Paul E. Walker

Harry Weller