FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DeFalco Stephen P 		2. Issuer Name and Ticker or Trading Symbol

Senseonics Holdings, Inc. [ SENS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

20451 SENECA MEADOWS PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/24/2016
(Street)

GERMANTOWN, MD 20876-7005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $3.43   (1) 5/24/2016     A      54629   (2)        (3) 5/23/2026   Common Stock   54629   $0.00   54629   D    

Explanation of Responses:
( 1)  The exercise price is equal to the closing price of the Issuer's common stock on the NYSE-MKT on the date of grant, May 24, 2016.
( 2)  This grant was made as compensation for the reporting person's service on the Issuer's board of directors. Under the Issuer's non-employee director compensation policy, each non-employee director who continues to serve as a member of the Issuer's board of directors is eligible to receive an annual stock option grant following each annual meeting of the Issuer's stockholders. The Issuer is not holding an annual meeting of stockholders in 2016 and the board approved this grant in place of the annual grant that the reporting person would have received under the Issuer's non-employee director compensation policy. The number shares underlying the option is equal to a Black Scholes option value of $106,500.
( 3)  The shares underlying the option will vest in full on the earlier of the date of the Issuer's 2017 Annual Meeting of Stockholders or the one year anniversary of the date of grant, subject to the reporting person's continuous service through the vesting date.

Remarks:
Exhibit 24.1 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DeFalco Stephen P
20451 SENECA MEADOWS PARKWAY
GERMANTOWN, MD 20876-7005 		X



Signatures
/s/ Darren K. DeStefano, Attorney-in-fact 5/26/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Senseonics (AMEX:SENS)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more Senseonics Charts.
Senseonics (AMEX:SENS)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more Senseonics Charts.