13D Filing: New Enterprise Associates 10 LP and Senseonics Holdings Inc (SENS)

Item 5.    Interest in Securities of the Issuer.

(a)

NEA 7 is the record owner of the Prior NEA 7 Securities.  As the sole general partner of NEA 7, NEA Partners 7 may be deemed to own beneficially the Prior NEA 7 Securities.  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 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 125,097,240 shares of Common Stock reported to be outstanding, which includes (i) 123,176,529 shares of Common Stock (the “Prospectus Shares”) reported by the Issuer to be outstanding immediately after the Offering on the Issuer’s prospectus supplement filed under Rule 424(b)(5), filed with the Securities Exchange Commission on May 30, 2017 and (ii) the NEA 7 Warrant Shares, (iii) the NEA 9 Warrant Shares and the NEA 10 Warrant Shares.  The percentage set forth on the cover sheet for Barrett and Sandell is calculated based on 124,255,965 shares of Common Stock, which includes (A) the Prospectus 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)

Not applicable.

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

Not applicable.

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.