SENS Senseonics Holdings Inc

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                                                                                   
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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 * ROEDER DOUGLAS A	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) C/O DELPHI VENTURES, 160 BOVET ROAD, SUITE 408	3. Date of Earliest Transaction (MM/DD/YYYY) 5/25/2021
(Street) SAN MATEO, CA 94402 (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
Common Stock	5/25/2021		S(1)		147735	D	$1.91 (2)	125342	D
Common Stock	5/25/2021		A		60483 (3)	A	$0.00 (4)	185825	D

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

Explanation of Responses:
(1)	Represents the number of shares sold by the Reporting Person to satisfy the Reporting Person's tax obligations resulting from the settlement of vested restricted stock units ("RSUs") on May 25, 2021. The sales were effected pursuant to a "sell-to-cover" arrangement adopted in accordance with Rule 10b5-1 on March 14, 2021.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.87 to $1.96 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3)	Represents an RSU grant pursuant to the Issuer's non-employee director compensation policy. The RSUs vest in full on the earlier of the one year anniversary of the date of grant or the next annual stockholders meeting, subject to the reporting person's continuous service through such vesting date.
(4)	Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROEDER DOUGLAS A C/O DELPHI VENTURES 160 BOVET ROAD, SUITE 408 SAN MATEO, CA 94402	X

Signatures
/s/ Darren K. DeStefano, Attorney-in-Fact		5/28/2021
**Signature of Reporting Person		Date