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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
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By:
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NEA
PARTNERS 9, LIMITED PARTNERSHIP
General Partner
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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
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By:
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NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner
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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
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By:
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NEA
PARTNERS 9, LIMITED PARTNERSHIP
General Partner
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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
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By:
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NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner
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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