CUSIP
No. 81727U105
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SCHEDULE 13G/A
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Page
1 of 7
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Senseonics
Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
81727U105
(CUSIP Number)
February 26, 2021
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover
page.
The information required
in 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).
CUSIP
No. 81727U105
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SCHEDULE 13G/A
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Page
2 of 7
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1.
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NAMES OF REPORTING PERSONS
Roche Finance Ltd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
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(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF
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5.
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SOLE VOTING POWER 0
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SHARES
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BENEFICIALLY
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OWNED BY
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6.
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SHARED VOTING POWER 17,523,209
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EACH
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REPORTING
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7.
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SOLE DISPOSITIVE POWER 0
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PERSON WITH
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8.
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SHARED DISPOSITIVE POWER 17,523,209
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,523,209
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
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12.
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TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP
No. 81727U105
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SCHEDULE 13G/A
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Page
3 of 7
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1.
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NAMES OF REPORTING PERSONS
Roche Holding Ltd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
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(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF
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5.
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SOLE VOTING POWER 0
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SHARES
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BENEFICIALLY
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OWNED BY
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6.
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SHARED VOTING POWER 17,523,209
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EACH
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REPORTING
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7.
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SOLE DISPOSITIVE POWER 0
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PERSON WITH
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8.
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SHARED DISPOSITIVE POWER 17,523,209
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,523,209
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
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12.
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TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP
No. 81727U105
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SCHEDULE 13G/A
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Page
4 of 7
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Item 1(a).
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Name of Issuer:
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Senseonics Holdings, Inc., a Delaware corporation
(the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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20451 Seneca Meadows Parkway, Germantown, Maryland
20876-7005
Item
2.
(a) Name of Person Filing: Roche Finance Ltd and
Roche Holding Ltd
(b) Address or principal business office or, if none,
residence:
Roche Finance Ltd: Grenzacherstrasse 122, 4070 Basel,
Switzerland.
Roche Holding Ltd: Grenzacherstrasse 124, 4070 Basel,
Switzerland.
(c) Citizenship:
Roche Finance Ltd: Switzerland
Roche Holding Ltd: Switzerland
(d) Title of Class of Securities: Common Stock, $0.001
par value.
(e) CUSIP No.: 81727U105.
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
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Not applicable.
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(a)
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Each of the Reporting Persons may be deemed to beneficially own 17,523,209 shares of Common Stock.*
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(b)
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Percent of Class: Each Reporting Person may be deemed to beneficially own 4.7%, based on 372,288,782 shares of Common Stock
outstanding as of February 4, 2021, as reported in the Issuer’s Form S-3 Registration Statement effective February 16, 2021.*
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(c)
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Number of shares as to which each Reporting Person has:
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(i) Sole
power to vote or to direct the vote: 0.
(ii) Shared
power to vote or to direct the vote: 17,523,209.
(iii) Sole
power to dispose or to direct the disposition of: 0.
(iv) Shared
power to dispose or to direct the disposition of: 17,523,209.
*Roche Holding
Ltd may be deemed to have beneficial ownership of the 17,523,209 shares directly beneficially
owned by Roche Finance Ltd, its wholly-owned subsidiary.
CUSIP
No. 81727U105
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SCHEDULE 13G/A
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Page
5 of 7
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following x.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
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Roche
Finance Ltd is a wholly-owned subsidiary of Roche Holding Ltd.
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9.
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Notice of Dissolution of Group:
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Not applicable.
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under § 240.14a-11.
CUSIP
No. 81727U105
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SCHEDULE 13G/A
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Page
6 of 7
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SIGNATURE
After reasonable inquiry and to the best
of their knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated this 2nd day of March, 2021
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ROCHE
FINANCE LTD
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By:
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/s/ Carole Nuechterlein
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Carole
Nuechterlein, Authorized Signatory
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By:
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/s/ Beat Kraehenmann
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Beat
Kraehenmann, Authorized Signatory
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ROCHE
HOLDING LTD
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By:
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/s/ Beat Kraehenmann
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Beat
Kraehenmann, Authorized Signatory
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By:
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/s/ Claudia Boeckstiegel
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Claudia
Boeckstiegel, Authorized Signatory
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CUSIP
No. 81727U105
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SCHEDULE 13G/A
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Page
7 of 7
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JOINT FILING AGREEMENT
The undersigned hereby agree to jointly
prepare and file with regulatory authorities this Schedule 13G/A and any future amendments thereto reporting each of the undersigned’s
ownership of securities of the Issuer named herein, and hereby affirm that such Schedule 13G/A is being filed on behalf of each
of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
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 him or it contained therein, but shall not be responsible for the completeness and accuracy
of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information
is inaccurate. It is understood and agreed that the joint filing of the Schedule 13G/A 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.
Dated this 2nd day of March, 2021
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ROCHE
FINANCE LTD
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By:
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/s/ Carole Nuechterlein
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Carole
Nuechterlein, Authorized Signatory
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By:
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/s/ Beat Kraehenmann
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Beat
Kraehenmann, Authorized Signatory
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ROCHE
HOLDING LTD
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By:
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/s/ Beat Kraehenmann
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Beat
Kraehenmann, Authorized Signatory
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By:
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/s/ Claudia Boeckstiegel
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Claudia
Boeckstiegel, Authorized Signatory
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