0001144204-17-016228.txt : 20170323 0001144204-17-016228.hdr.sgml : 20170323 20170323131005 ACCESSION NUMBER: 0001144204-17-016228 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170323 DATE AS OF CHANGE: 20170323 GROUP MEMBERS: AUGUSTINE LAWLOR GROUP MEMBERS: CHRISTOPHER MIRABELLI, PH.D. GROUP MEMBERS: HAROLD R. WERNER GROUP MEMBERS: HEALTHCARE PARTNERS VI, L.P. GROUP MEMBERS: JAMES H. CAVANAUGH, PH.D. GROUP MEMBERS: JOHN W. LITTLECHILD 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89315 FILM NUMBER: 17709221 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: HEALTHCARE VENTURES VI LP CENTRAL INDEX KEY: 0001117986 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: HEALTHCARE VENTURES LLC STREET 2: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-430-3900 MAIL ADDRESS: STREET 1: HEALTHCARE VENTURES LLC STREET 2: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13G/A 1 v462526_sc13ga.htm SCHEDULE 13G/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Senseonics Holdings, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

81727U105

(CUSIP Number)

 

N/A

(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)
   
x  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).

  

 

CUSIP No.  81727U10513GPage 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

 

0

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0

WITH

 

 

 8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

PN

       

 

 

 

1 This Schedule 13G is being filed jointly by the Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. 

 

CUSIP No.  81727U10513GPage 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

 

0

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0

WITH

 

 

 8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

PN

       

 

 

CUSIP No.  81727U10513GPage 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

 

0

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0

WITH

 

 

 8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

IN

       

 

 

CUSIP No.  81727U10513GPage 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

 

0

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0

WITH

 

 

 8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

IN

       

 

 

CUSIP No.  81727U10513GPage 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

 

0

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0

WITH

 

 

 8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

IN

       

 

 

CUSIP No.  81727U10513GPage 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

 

0

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0

WITH

 

 

 8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

IN

       

 

 

 

CUSIP No.  81727U10513GPage 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

 

0

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0

WITH

 

 

 8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

IN

       

 

CUSIP No.  81727U10513GPage 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. 1

 

(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.

 

 

 

 

 

 

 

1Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor are the General Partners of HCP VI which is the General Partner of HCVVI, the record holder of the securities.

 

CUSIP No.  81727U10513GPage 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).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________________.

 

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: 0

 

(b)Percent of class: 0%

 

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

 

(i)Sole power to vote or to direct the vote – 0

 

(ii)Shared power to vote or to direct the vote – 0

 

 

CUSIP No.  81727U10513GPage 11 of 14 Pages

 

 

(iii)Sole power to dispose or to direct the disposition of – 0

 

(iv)Shared power to dispose or to direct the disposition of – 0

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

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    x.

 

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

 

Not Applicable

 

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

 

Not Applicable

 

Item 8.Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9.Notice of Dissolution of Group.

 

Not Applicable

 

 

CUSIP No.  81727U10513GPage 12 of 14 Pages

 

 

Item 10.Certification

 

By signing below, each of the undersigned certifies that, to the best of their 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 §240.14a-11.

 

 

 

 

 

CUSIP No.  81727U10513GPage 13 of 14 Pages

 

 

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.

 

 

March 23, 2017

HealthCare Ventures VI, L.P.

By: its General Partner, HealthCare Partners VI, L.P.

     
     
  By: /s/ Jeffrey Steinberg  
    Jeffrey Steinberg, Administrative Officer

 

March 23, 2017

 

HealthCare Partners VI, L.P.

 

 

  
  By: /s/ Jeffrey Steinberg  
    Jeffrey Steinberg, Administrative Officer

 

March 23, 2017

 

/s/Jeffery Steinberg, Attorney-in-Fact

  
  James H. Cavanaugh, Ph.D.  

 

March 23, 2017

 

/s/Jeffrey Steinberg, Attorney-in-Fact

  
  Christopher Mirabelli, Ph.D.  

 

March 23, 2017

 

/s/Jeffrey Steinberg, Attorney-in-Fact

  
  Harold R. Werner  

 

March 23, 2017

 

/s/Jeffrey Steinberg, Attorney-in-Fact

  
  John W. Littlechild  

 

March 23, 2017

 

/s/Jeffrey Steinberg, Attorney-in-Fact

  
  Augustine Lawlor  

  

 

CUSIP No.  81727U10513GPage 14 of 14 Pages

 

 

EXHIBIT A

AGREEMENT

JOINT FILING OF SCHEDULE 13G

 

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Senseonics Holdings, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.

 

 

March 23, 2017

HealthCare Ventures VI, L.P.

By: its General Partner, HealthCare Partners VI, L.P.

     
     
  By: /s/ Jeffrey Steinberg  
    Jeffrey Steinberg, Administrative Officer

 

March 23, 2017

 

HealthCare Partners VI, L.P.

 

 

  
  By: /s/ Jeffrey Steinberg  
    Jeffrey Steinberg, Administrative Officer

 

March 23, 2017

 

/s/Jeffery Steinberg, Attorney-in-Fact

  
  James H. Cavanaugh, Ph.D.  

 

March 23, 2017

 

/s/Jeffrey Steinberg, Attorney-in-Fact

  
  Christopher Mirabelli, Ph.D.  

 

March 23, 2017

 

/s/Jeffrey Steinberg, Attorney-in-Fact

  
  Harold R. Werner  

 

March 23, 2017

 

/s/Jeffrey Steinberg, Attorney-in-Fact

  
  John W. Littlechild  

 

March 23, 2017

 

/s/Jeffrey Steinberg, Attorney-in-Fact

  
  Augustine Lawlor