0001072613-17-000641.txt : 20171212 0001072613-17-000641.hdr.sgml : 20171212 20171212161120 ACCESSION NUMBER: 0001072613-17-000641 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171212 DATE AS OF CHANGE: 20171212 GROUP MEMBERS: M. JAMES BARRETT GROUP MEMBERS: NEA PARTNERS 10, LIMITED PARTNERSHIP GROUP MEMBERS: NEA PARTNERS 9, LIMITED PARTNERSHIP GROUP MEMBERS: NEA PARTNERS VII, LIMITED PARTNERSHIP GROUP MEMBERS: NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP GROUP MEMBERS: NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP GROUP MEMBERS: PETER J. BARRIS GROUP MEMBERS: SCOTT D. SANDELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Senseonics Holdings, Inc. CENTRAL INDEX KEY: 0001616543 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 471210911 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89315 FILM NUMBER: 171251870 BUSINESS ADDRESS: STREET 1: 20451 SENECA MEADOWS PARKWAY CITY: GERMANTOWN STATE: MD ZIP: 20876 BUSINESS PHONE: (301) 515-7260 MAIL ADDRESS: STREET 1: 20451 SENECA MEADOWS PARKWAY CITY: GERMANTOWN STATE: MD ZIP: 20876 FORMER COMPANY: FORMER CONFORMED NAME: ASN Technologies, Inc. DATE OF NAME CHANGE: 20140813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENTERPRISE ASSOCIATES 10 L P CENTRAL INDEX KEY: 0001132326 IRS NUMBER: 061590878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102440115 SC 13D/A 1 nea10sense13d_18141.htm SENSEONICS HOLDINGS, INC. - AMENDMENT #2

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13D

 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 

 

Senseonics Holdings, Inc.

(Name of Issuer)

 
Common Stock, $.001 par value

(Title of Class of Securities)

 
81727U105

(CUSIP Number)

 
Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600, Timonium, MD 21093
(410) 842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 
November 30, 2017

(Date of Event which Requires Filing of this Statement)
 
 
 
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).


 
CUSIP No. 81727U105
13D
Page 2 of 17
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
New Enterprise Associates 9, Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
32,641,541 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
32,641,541 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
32,641,541 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
23.6%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 

CUSIP No. 81727U105
13D
Page 3 of 17
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
New Enterprise Associates 10, Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
32,641,541 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
32,641,541 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
32,641,541 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
23.6%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 

CUSIP No. 81727U105
13D
Page 4 of 17
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
NEA Partners 9, Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
32,641,541 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
32,641,541 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
32,641,541 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
23.6%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 

CUSIP No. 81727U105
13D
Page 5 of 17
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
NEA Partners 10, Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
32,641,541 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
32,641,541 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
32,641,541 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
23.6%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 

CUSIP No. 81727U105
13D
Page 6 of 17
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
M. James Barrett
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States citizen
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
22,990,619 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
22,990,619 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
22,990,619 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
16.6%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
 

CUSIP No. 81727U105
13D
Page 7 of 17
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Peter J. Barris
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States citizen
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
32,641,541 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
32,641,541 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
32,641,541 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
23.6%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
 

CUSIP No. 81727U105
13D
Page 8 of 17
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Scott D. Sandell
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States citizen
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
22,990,619 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
22,990,619 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
22,990,619 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
16.6%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
 

CUSIP No. 81727U105
13D
Page 9 of 17
 
 
Schedule 13D
 
Item 1.    Security and Issuer.

This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends and supplements the statement on 13D originally filed on April 4, 2016 and Amendment No. 1 thereto filed on June 9, 2017 ("Amendment No. 1") relating 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.

Certain terms used but not defined in this Amendment No. 2 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 thereto).  Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 thereto).
 

Item 2.    Identity and Background.

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.
 
 

CUSIP No. 81727U105
13D
Page 10 of 17
 
 

Item 4.    Purpose of Transaction.

On November 30, 2017, NEA 7 engaged in a stock distribution of 2,534,912 shares of the Issuer's Common Stock to its partners for no consideration. NEA Partners 7 acquired 652,090 shares of the Issuer's Common Stock as a result of the NEA 7 distribution and subsequently engaged in a stock distribution of 652,090 shares of the Issuer's Common Stock to its partners for no consideration.

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

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 Prior NEA 9 Securities, the NEA 10 Shares and the Prior NEA 10 Securities (the "Firm Shares").
 
 
 

CUSIP No. 81727U105
13D
Page 11 of 17
 
 

 
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 138,535,524 shares of Common Stock reported to be outstanding, which includes (i) 136,754,458 shares of Common Stock (the "10-Q Shares") reported by the Issuer to be outstanding on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on October 31, 2017, (ii) the NEA 9 Warrant Shares and (iii) the NEA 10 Warrant Shares.  The percentage set forth on the cover sheet for Barrett and Sandell is calculated based on 137,833,894 shares of Common Stock, which includes (A) the 10-Q Shares and (B) the 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)
NEA 7 and NEA Partners 7 have ceased to own beneficially five percent or more of the Issuer's Common Stock.

 
Item 6.    Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Not applicable. 
 

Item 7.    Material to be Filed as Exhibits.

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.

 
 

CUSIP No. 81727U105
13D
Page 12 of 17

 
SIGNATURE

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 12th day of December, 2017.

 
 
NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP

By:           NEA PARTNERS VII, LIMITED PARTNERSHIP
                 General Partner


By:          *                                               
       Peter J. Barris
       General Partner
 

NEA PARTNERS VII, LIMITED PARTNERSHIP


By:          *                                               
       Peter J. Barris
       General Partner


                *                                               
Peter J. Barris


NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP

By:           NEA PARTNERS 9, LIMITED PARTNERSHIP
                 General Partner


By:          *                                               
       Peter J. Barris
       General Partner

 
NEA PARTNERS 9, LIMITED PARTNERSHIP


By:          *                                               
       Peter J. Barris
       General Partner
 

                *                                               
Peter J. Barris
 
 
 


CUSIP No.  81727U105 13D
Page 13 of 17
 
 
 
 

NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP

By: NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner


By:          *                                               
       Peter J. Barris
       General Partner


NEA PARTNERS 10, LIMITED PARTNERSHIP


By:          *                                               
       Peter J. Barris
       General Partner



                *                                               
M. James Barrett


                *                                               
Peter J. Barris


                *                                               
Scott D. Sandell


*/s/ Louis S. Citron                      
Louis S. Citron
As attorney-in-fact

This Amendment No. 2 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 as Exhibit 2.
 
 

CUSIP No. 81727U105
13D
Page 14 of 17
 
 
EXHIBIT 1


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 12th day of December, 2017.
 
 
 
NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP

By:           NEA PARTNERS VII, LIMITED PARTNERSHIP
                 General Partner


By:          *                                               
       Peter J. Barris
       General Partner
 

NEA PARTNERS VII, LIMITED PARTNERSHIP


By:          *                                               
       Peter J. Barris
       General Partner


                *                                               
Peter J. Barris


NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP

By:           NEA PARTNERS 9, LIMITED PARTNERSHIP
                 General Partner


By:          *                                               
       Peter J. Barris
       General Partner

 
NEA PARTNERS 9, LIMITED PARTNERSHIP


By:          *                                               
       Peter J. Barris
       General Partner
 

                *                                               
Peter J. Barris
 
 
 


CUSIP No.  81727U105 13D
Page 15 of 17
 
 
 

NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP

By: NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner


By:          *                                               
       Peter J. Barris
       General Partner


NEA PARTNERS 10, LIMITED PARTNERSHIP


By:          *                                               
       Peter J. Barris
       General Partner



                *                                               
M. James Barrett


                *                                               
Peter J. Barris


                *                                               
Scott D. Sandell


*/s/ Louis S. Citron                      
Louis S. Citron
As attorney-in-fact

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.
 
 
 
 
 


CUSIP No. 81727U105
13D
Page 16 of 17
 

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 13th day of March, 2017.


/s/ M. James Barrett                        
M. James Barrett

/s/ Peter J. Barris                              
Peter J. Barris

/s/ Forest Baskett                            
Forest Baskett

/s/ Ali Behbahani                            
Ali Behbahani

/s/ Colin Bryant                               
Colin Bryant

/s/ Carmen Chang                            
Carmen Chang

/s/ Anthony A. Florence, Jr.          
Anthony A. Florence, Jr.

/s/ Carol G. Gallagher                      
Carol G. Gallagher

/s/ Dayna Grayson                          
Dayna Grayson

 
 
 
 
 
 

CUSIP No. 81727U105
13D
Page 17 of 17

 
 

/s/ Patrick J. Kerins                          
Patrick J. Kerins

/s/ P. Justin Klein                            
P. Justin Klein

/s/ Vanessa Larco                            
Vanessa Larco

/s/ Joshua Makower                       
Joshua Makower

/s/ Mohamad H. Makhzoumi         
Mohamad H. Makhzoumi

/s/ Edward T. Mathers                    
Edward T. Mathers

/s/ David M. Mott                           
David M. Mott

/s/ Sara M. Nayeem                         
Sara M. Nayeem

/s/ Jason R. Nunn                            
Jason R. Nunn

/s/ Gregory Papadopoulos             
Gregory Papadopoulos

/s/ Chetan Puttagunta                     
Chetan Puttagunta

/s/ Jon Sakoda                                  
Jon Sakoda

/s/ Scott D. Sandell                         
Scott D. Sandell

/s/ A. Brooke Seawell                     
A. Brooke Seawell

/s/ Peter W. Sonsini                        
Peter W. Sonsini

/s/ Melissa Taunton                       
Melissa Taunton

/s/ Frank M. Torti                            
Frank M. Torti

/s/ Ravi Viswanathan                      
Ravi Viswanathan
 
/s/ Paul E. Walker                            
Paul E. Walker

/s/ Rick Yang                                    
Rick Yang