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

Published on June 9, 2017 at 1:44 pm by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
New Enterprise Associates VII, Limited Partnership 0 35,316,098 0 35,316,098 35,316,098 28.2%
New Enterprise Associates 9, Limited Partnership 0 35,316,098 0 35,316,098 35,316,098 28.2%
New Enterprise Associates 10, Limited Partnership 0 35,316,098 0 35,316,098 35,316,098 28.2%
NEA Partners VII, Limited Partnership 0 35,316,098 0 35,316,098 35,316,098 28.2%
NEA Partners 9, Limited Partnership 0 35,316,098 0 35,316,098 35,316,098 28.2%
NEA Partners 10, Limited Partnership 0 35,316,098 0 35,316,098 35,316,098 28.2%
M. James Barrett 0 22,990,619 0 22,990,619 22,990,619 18.5%
Peter J. Barris 0 35,316,098 0 35,316,098 35,316,098 28.2%
Scott D. Sandell 0 22,990,619 0 22,990,619 22,990,619 18.5%

Page 1 of 19 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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)
May 31, 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).

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Page 2 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 2 of 19
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Enterprise Associates VII, 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
35,316,098 shares
9
SOLE DISPOSITIVE POWER
0 shares
10
SHARED DISPOSITIVE POWER
35,316,098 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,316,098 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)
28.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

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Page 3 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 3 of 19
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
35,316,098 shares
9
SOLE DISPOSITIVE POWER
0 shares
10
SHARED DISPOSITIVE POWER
35,316,098 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,316,098 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)
28.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

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Page 4 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 4 of 19
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
35,316,098 shares
9
SOLE DISPOSITIVE POWER
0 shares
10
SHARED DISPOSITIVE POWER
35,316,098 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,316,098 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)
28.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

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Page 5 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 5 of 19
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEA Partners VII, 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
35,316,098 shares
9
SOLE DISPOSITIVE POWER
0 shares
10
SHARED DISPOSITIVE POWER
35,316,098 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,316,098 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)
28.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

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Page 6 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 6 of 19
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
35,316,098 shares
9
SOLE DISPOSITIVE POWER
0 shares
10
SHARED DISPOSITIVE POWER
35,316,098 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,316,098 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)
28.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

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Page 7 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 7 of 19
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
35,316,098 shares
9
SOLE DISPOSITIVE POWER
0 shares
10
SHARED DISPOSITIVE POWER
35,316,098 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,316,098 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)
28.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

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Page 8 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 8 of 19
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)
18.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

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Page 9 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 9 of 19
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
35,316,098 shares
9
SOLE DISPOSITIVE POWER
0 shares
10
SHARED DISPOSITIVE POWER
35,316,098 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,316,098 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)
28.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

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Page 10 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 10 of 19
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)
18.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

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Page 11 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 11 of 19
Schedule 13D
Item 1.    Security and Issuer.
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on 13D originally filed on April 4, 2016 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. 1 have the meanings assigned thereto in the Schedule 13D.  Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
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.

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Page 12 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 12 of 19
Item 3.    Source and Amount of Funds or Other Consideration.
On May 31, 2017, the Issuer completed the closing of an underwritten offering of 29,078,014 shares of Common Stock (the “Offering”).  At the closing of the Offering, NEA 10 purchased an aggregate of 7,092,198 shares of Common Stock (the “NEA 10 Shares”) at the offering price of $1.41 per share.  In addition, prior to the Offering, (i) NEA 7 held 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 held 8,949,292 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 held 14,818,985 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”).  Collectively, the Funds now hold a total of 35,316,098 shares of the Issuer’s Common Stock (the “Firm 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.
Item 4.    Purpose of Transaction.
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.

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Page 13 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 13 of 19
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.
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.

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Page 14 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 14 of 19
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 9th day of June, 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

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Page 15 of 19 – SEC Filing

CUSIP No.  81727U105 13D
Page 15 of 19
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. 1 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.

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Page 16 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 16 of 19
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 9th day of June, 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

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Page 17 of 19 – SEC Filing

CUSIP No.  81727U105 13D
Page 17 of 19
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.

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Page 18 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 18 of 19
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

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Page 19 of 19 – SEC Filing

CUSIP No. 81727U105
13D
Page 19 of 19

/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

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