UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Senseonics Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

81727U105

(CUSIP Number)

David G. Dargatis, Esquire

McGuireWoods LLP

1750 Tysons Boulevard

Suite 1800

Tysons, VA 22102-4215

(703) 712-5080

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

June 1, 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 § 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 Rule 13d-7 for other parties to whom copies are to be sent.

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.

This Schedule 13D relates to the common stock, $0.001 par value per share (the “Shares”), of Senseonics Holdings, Inc. (the “Issuer”). The address of the Issuer’s principal executive offices is 20451 Seneca Meadows Parkway, Germantown, Maryland 20876.

This Schedule 13D is being filed by Roche Holding Ltd, a company organized under the laws of Switzerland (“Roche Holding”) and Roche Finance Ltd, a company organized under the laws of Switzerland (“Roche Finance”, and together with Roche Holding, the “Reporting Persons”). Roche Holding is the holding company of the Roche Group, which is a leader in research-focused healthcare with combined strengths in pharmaceuticals and diagnostics. The principal business office address for Roche Holding is Grenzacherstrasse 124, CH 4070 Basel, Switzerland. Roche Finance is a holding company participating in various subsidiaries of Roche Holding. The principal business address for Roche Finance is Grenzacherstrasse 122, CH 4058 Basel, Switzerland.    

During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor as a result of such proceeding was or is subject to 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 Reporting Persons have previously reported their ownership interest in the Issuer on Schedule 13G filed with the Securities and Exchange Commission (the “Commission”) on February 7, 2017. The Reporting Persons are filing this Schedule 13D because Roche Finance purchased 21,276,596 Shares, at a price of $1.41 per Share (the “Transaction”), in an underwritten offering of Shares made pursuant to a prospectus supplement filed by the Issuer with the Commission on May 30, 2017 and an accompanying prospectus forming a part of a registration statement on Form S-3 filed by the Issuer with the Commission on April 4, 2017, which became effective with the Commission on April 17, 2017. Copies of the prospectus supplement, the prospectus and the registration statement are available at the Commission’s website at www.sec.gov. In addition, a Form 8-K was filed with the Commission by the Issuer on May 30, 2017 describing the underwritten offering.

The funds used to complete the Transaction were obtained from Roche Finance’s working capital.

Roche Finance entered into the Transaction for the purpose of providing the Issuer with additional funds for working capital, capital expenditures and general corporate purposes.

Roche Finance purchased the Shares that it beneficially owns to hold as an investment. The Reporting Persons currently have no plans to dispose of any Shares or to acquire additional Shares, but reserve the right to dispose of or acquire additional Shares from time to time. Except as indicated above, the Reporting Persons have no present plans or proposals which relate to, or would result in, any one or more of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Given Roche Finance’s status as a significant stockholder, representatives of the Reporting Persons may, from time to time, engage in discussions with the Issuer regarding the Issuer’s corporate strategy and general business activities.

Roche Holding may be deemed to have beneficial ownership of the 29,319,010 Shares directly beneficially owned by Roche Finance, its wholly-owned subsidiary.

Other than the warrants and the registration rights agreement, described below, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to securities of the Issuer, including, but not limited to, the transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Roche Finance was issued two warrants to purchase an aggregate of 973,734 Shares on December 7, 2015 in connection with the Issuer’s merger on the same date, to replace warrants previously issued to Roche Finance. The warrant expiring on November 1, 2020 is exercisable for 809,450 Shares at an exercise price of $1.79 per share. The warrant expiring on July 15, 2021 is exercisable for 164,284 shares at an exercise price of $1.79 per share. Both of the warrants are immediately exercisable and have cashless exercise provisions. The foregoing description of the warrants is qualified in its entirety by reference to the full text of the warrants, the form of which is filed as Exhibit 1.2 hereto, and is incorporated by reference into this Item 6.

Roche Finance is also party to a registration rights agreement dated December 7, 2015 among the Issuer and certain holders of Shares. The registration rights agreement provides the holders party thereto with certain registration rights with respect to Shares issued in exchange for shares of Senseonics, Incorporated’s common stock, which was issued upon conversion of Senseonics, Incorporated’s convertible preferred stock. At any time beginning the earlier of six months following the effective date of a future registration statement for a public offering of the Issuer’s securities or December 7, 2018, the holders of at least a majority of the Registrable Stock (as defined in the registration rights agreement) have the right to demand that the Issuer file up to a total of two registration statements, subject to the specified conditions and limitations in the registration rights agreement, provided that if holders request less than all of the shares of Registrable Stock be registered, the shares of Registrable Stock for which registration has been requested must constitute at least 20% of the total shares of Registrable Stock originally issued or the aggregate price to the public of such public offering must exceed $10 million. Roche Finance is also entitled to piggyback registration rights and registration rights on Form S-3 pursuant to the terms of the registration rights agreement. The registration rights granted under the registration rights agreement will terminate on August 4, 2025 or earlier with respect to Roche Finance, if it may sell all of its Registrable Stock pursuant to Rule 144 under the Securities Act of 1933, as amended, without any restrictions on volume. The foregoing description of the registration rights agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 1.3 hereto, and is incorporated by reference into this Item 6.

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.

Dated: June 9, 2017

Exhibit 1.1

Joint Filing Agreement

The undersigned hereby agree that this Schedule 13D (the “Schedule 13D”) with respect to the common stock of Senseonics Holdings, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. It is understood and agreed that the joint filing of the Schedule 13D shall not be construed as an admission that the persons named herein constitute a group for purposes of Regulation 13D-G of the Exchange Act, nor is a joint venture for purposes of the Investment Company Act of 1940.

Exhibit 1.2

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES AND MAY NOT BE OFFERED, SOLD, MORTGAGED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT BY THE HOLDER AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE.

SENSEONICS HOLDINGS, INC.

WARRANT TO PURCHASE COMMON STOCK

Void After                     

THIS CERTIFIES THAT, for value received, Roche Finance Ltd., with its principal office at Grenzacherstrasse 122, 4070 Basel, Switzerland, or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”), that number of Exercise Shares (as defined below) as set forth herein, during the Exercise Period (as defined below).

1. DEFINITIONS. As used herein, the following terms shall have the following respective meanings:

(a) “Exercise Period” shall mean the period commencing on the date hereof and ending on                     .

(b) “Exercise Price” shall mean $1.790207.

(c) “Exercise Shares” shall mean                  shares of the Company’s Common Stock.

2. EXERCISE OF WARRANT. The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder):

(a) An executed Notice of Exercise in the form attached hereto;

(b) payment of the Exercise Price either (i) in cash or by check, or (ii) by cancellation of indebtedness; and

(c) this Warrant.

Upon the exercise of the rights represented by this Warrant, a certificate or certificates or uncertificated shares in book entry form for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. In case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Exercise Shares equal to the number of such Exercise Shares called for on the face of this Warrant minus the number of Exercise Shares purchased by the Holder upon all exercises made in accordance with this Section 2.

The person in whose name any certificate or certificates or uncertificated shares for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates or uncertificated shares, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

2.1 Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Exercise Shares is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Exercise Shares computed using the following formula:

For purposes of the above calculation, the fair market value of one share of the Exercise Shares shall be determined by the Company’s Board of Directors in good faith.

2.

2.2 Automatic Exercise. Notwithstanding the provisions of Section 2 if the Holder has not exercised this Warrant prior to the closing of a Company Sale (as defined in the Notes), this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 2.1, without any further action on behalf of the Holder, immediately prior to such closing.

3. COVENANTS OF THE COMPANY.

3.1 Covenants as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock, as applicable, to such number of shares as shall be sufficient for such purposes.

3.2 No Impairment. Except and to the extent as waived or consented to by the Holder, the Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment.

3.3 Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters) or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.

4. REPRESENTATIONS OF HOLDER.

4.1 Acquisition of Warrant for Personal Account. The Holder represents and warrants that it is acquiring the Warrant and the Exercise Shares solely for its account for investment and not with a view to or for sale or distribution of said Warrant or Exercise Shares or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Exercise Shares the Holder is acquiring is being acquired for, and will be held for, its account only.

3.

4.2 Securities Are Not Registered; Shareholder Agreements.

(a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities.

(b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Exercise Shares of the Company, or to comply with any exemption from such registration.

(c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy these conditions in the foreseeable future.

5. ADJUSTMENT OF EXERCISE PRICE. In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant.

6. FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of an Exercise Share by such fraction.

7. NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

4.

8. MODIFICATION; WAIVER. Any provision of this Warrant may be amended or waived by the written consent of the Company and the Holder or by the Company and the Requisite Holders; provided that, the written consent of the Holder shall be required to amend or waive Sections 1(b) and 1(c). Notwithstanding the foregoing, this Warrant may not be amended and the observance of any term may not be waived with respect to any Holder without the written consent of such Holder unless such amendment or waiver applies to all similarly situated Holders in the same manner.

9. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed, the Company shall, on such terms as to indemnity or otherwise as it may reasonably impose upon the advice of counsel (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

10. ASSIGNMENT. Except as otherwise provided herein, the terms and conditions of this Warrant shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided, however, that the Company may not assign its obligations under this Warrant without the written consent of the Requisite Holders

11. SEVERABILITY. If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

12. NOTICES. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section . All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

Roche Finance Ltd.

Grenzacherstrasse 122

4070 Basel, Switzerland

5.

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

Senseonics Holdings, Inc.

20451 Seneca Meadows Parkway

Germantown, Maryland 20876

Attn: R. Don Elsey, Chief Financial Officer

Fax: (301) 515-0988

Email: don.elsey@senseonics.com

With a copy (which shall not constitute notice) to:

COOLEY LLP

One Freedom Square

Reston Town Center

11951 Freedom Drive

Reston, Virginia 20190-5656

Attn: Christian Plaza

Fax: (703) 456-8100

Email: cplaza@cooley.com

13. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

14. GOVERNING LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by the laws of the State of Delaware.

15. LEGENDS. Each certificate or book entry account evidencing Exercise Shares shall be imprinted with or include, as applicable, a legend in substantially the following form:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE. SUCH SHARES MAY NOT BE TRANSFERRED WITHOUT PRIOR REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE LAW OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND SUCH TRANSFER, IN THE OPINION OF COUNSEL FOR THE TRANSFEROR OF SUCH SHARES, WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF THE 1933 ACT OR ANY APPLICABLE STATE LAW.

16. REPLACEMENT OF PRIOR WARRANT. This Warrant is issued in lieu of that certain Warrant to Purchase Preferred Stock issued on                      by Senseonics, Incorporated to Holder (“Old Warrant”), and upon Company’s execution and delivery of this Warrant and Holder’s acceptance of the same, Old Warrant shall be declared null and void.

[SIGNATURE PAGE FOLLOWS]

6.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the date first written above.

Acknowledged and Accepted:

[SIGNATURE PAGE TO WARRANT TO PURCHASE COMMON STOCK]

NOTICE OF EXERCISE

TO: SENSEONICS HOLDINGS, INC.

(1) ☐ The undersigned hereby elects to purchase                  shares of the Common Stock of Senseonics Holdings, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

☐ The undersigned hereby elects to purchase                  shares of the Common Stock of Senseonics Holdings, Inc. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any.

(2) Please issue a certificate or certificates or uncertificated shares in a book entry form representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

(3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering

such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.