UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 9)*
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)
January
5, 2021
(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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Schedule
13D
Item
1. Security and Issuer.
This
Amendment No. 9 (“Amendment No. 9”) to Schedule 13D amends and
supplements the statement on 13D originally filed on April 4, 2016,
Amendment No. 1 thereto filed on June 9, 2017 (“Amendment No. 1”),
Amendment No. 2 thereto filed on December 12, 2017 (“Amendment No.
2”), Amendment No. 3 thereto filed on April 14, 2020 (“Amendment
No. 3”), Amendment No. 4 thereto filed on May 19, 2020 (“Amendment
No. 4”), Amendment No. 5 thereto filed on May 28, 2020 (“Amendment
No. 5”), Amendment No. 6 thereto filed on June 15, 2020 (“Amendment
No. 6”), Amendment No. 7 thereto filed on October 6, 2020
(“Amendment No. 7”) and Amendment No. 8 thereto filed on November
3, 2020 (“Amendment No. 8”) 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. 9 have the
meanings assigned thereto in the Schedule 13D (and Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7 and Amendment No. 8 thereto).
Except as specifically provided herein, this Amendment No. 9 does
not modify any of the information previously reported on the
Schedule 13D (and Amendment No. 1, Amendment No. 2, Amendment No.
3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No.
7 and Amendment No. 8 thereto).
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 9, Limited Partnership (“NEA 9”) and New
Enterprise Associates 10, Limited Partnership (“NEA 10” and,
collectively with NEA 9, the “Funds”);
(b)
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, together with NEA Partners 9,
the “Control Entities”), which is the sole general partner of NEA
10; and
(c)
Scott D. Sandell (“Sandell”) (the “General Partner”), the
individual general partner 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, each Control
Entity and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093.
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 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 Sandell 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. The General
Partner is a United States citizen.
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Item
4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the
Issuer.
Each of the Reporting Persons has
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.
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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 7th day of January, 2021.
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
NEW ENTERPRISE ASSOCIATES 10, LIMITED
PARTNERSHIP
|
By: |
NEA PARTNERS 10, LIMITED
PARTNERSHIP
General Partner |
By:
*
Scott D. Sandell
General Partner
NEA PARTNERS 10, LIMITED
PARTNERSHIP
By: *
Scott D. Sandell
General Partner
*
Scott D. Sandell
*/s/ Sasha O.
Keough
Sasha O. Keough
As attorney-in-fact
This Amendment No. 9 to
Schedule 13D was executed by Sasha O. Keough 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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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 7th day of January, 2021.
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
NEW ENTERPRISE ASSOCIATES 10, LIMITED
PARTNERSHIP
|
By: |
NEA PARTNERS 10, LIMITED
PARTNERSHIP
General Partner |
By:
*
Scott D. Sandell
General Partner
NEA PARTNERS 10, LIMITED
PARTNERSHIP
By: *
Scott D. Sandell
General Partner
*
Scott D. Sandell
*/s/ Sasha O.
Keough
Sasha O. Keough
As attorney-in-fact
This Agreement relating to
Schedule 13D was executed by Sasha O. Keough 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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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
/s/
Patrick J.
Kerins
Patrick
J. Kerins
/s/
P. Justin
Klein
P.
Justin Klein
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/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
