Item 1.
Security and Issuer
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This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends and supplements the statement on 13D originally filed on April 4, 2016 and Amendment No. 1 thereto filed on June 9, 2017 ("Amendment No. 1") 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. 2 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 thereto). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 thereto).
Item 2.
Identity and Background
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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.
CUSIP No. 81727U105
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13D
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Page 10 of 17
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Item 4.
Purpose of Transaction
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On November 30, 2017, NEA 7 engaged in a stock distribution of 2,534,912 shares of the Issuer's Common Stock to its partners for no consideration. NEA Partners 7 acquired 652,090 shares of the Issuer's Common Stock as a result of the NEA 7 distribution and subsequently engaged in a stock distribution of 652,090 shares of the Issuer's Common Stock to its partners for no consideration.
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:
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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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;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer's business or corporate structure;
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(g)
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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;
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(h)
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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;
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(i)
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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
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(j)
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Any action similar to any of those enumerated above.
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Item 5.
Interest in Securities of the Issuer
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(a)
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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.
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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 Prior NEA 9 Securities, the NEA 10 Shares and the Prior NEA 10 Securities (the "Firm Shares").
CUSIP No. 81727U105
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13D
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Page 11 of 17
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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 138,535,524 shares of Common Stock reported to be outstanding, which includes (i) 136,754,458 shares of Common Stock (the "10-Q Shares") reported by the Issuer to be outstanding on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on October 31, 2017, (ii) the NEA 9 Warrant Shares and (iii) the NEA 10 Warrant Shares. The percentage set forth on the cover sheet for Barrett and Sandell is calculated based on 137,833,894 shares of Common Stock, which includes (A) the 10-Q Shares and (B) the NEA 10 Warrant Shares.
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(b)
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Regarding the number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See line 7 of cover sheets
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(ii)
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shared power to vote or to direct the vote: See line 8 of cover sheets
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(iii)
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sole power to dispose or to direct the disposition: See line 9 of cover sheets
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(iv)
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shared power to dispose or to direct the disposition: See line 10 of cover sheets
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(c)
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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.
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(d)
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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.
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(e)
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NEA 7 and NEA Partners 7 have ceased to own beneficially five percent or more of the Issuer's Common Stock.
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Item 6.
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer
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Not applicable.
Item 7.
Material to be Filed as Exhibits
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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.