UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Senseonics Holdings, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

81727U105

(CUSIP Number)

Louis S. Citron, Esq.

New Enterprise Associates

1954 Greenspring Drive, Suite 600, Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 28, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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

13D

Page 7 of 13 Pages

Schedule 13D

Item 1.  Security and Issuer.

This Amendment No. 7 (“Amendment No. 7”) 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”) and Amendment No. 6 thereto filed on June 15, 2020 (“Amendment No. 6”) 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. 7 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 and Amendment No. 6 thereto). Except as specifically provided herein, this Amendment No. 3 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 and Amendment No. 6 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 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. 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 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.

Item 4.  Purpose of Transaction.

On September 28, 2020, the Funds completed a series of public sales on the open market (the “Transaction”), whereby (a) NEA 9 sold 657,806 shares of the Issuer’s Common Stock and (b) NEA 10 sold 1,689,891 shares of the Issuer’s Common Stock, at an average price of $0.38152 per share. Prior to the Transaction (i) NEA 9 held 5,166,932 shares of the Issuer’s Common Stock and a warrant to purchase 701,630 shares of Common Stock (the “NEA 9 Warrant Shares”) and (ii) NEA 10 held 12,194,352 shares of the Issuer’s Common Stock and a warrant to purchase 1,079,436 shares of Common Stock (the “NEA 10 Warrant Shares”). NEA 9 now holds a total of 4,509,126 shares of the Issuer’s Common Stock (the “NEA 9 Common Stock”) and the NEA 9 Warrant Shares (together, with the NEA 9 Common Stock, the “NEA 9 Shares”). NEA 10 now holds a total of 10,504,461 shares of the Issuer’s Common Stock (the “NEA 10 Common Stock”) and the NEA 10 Warrant Shares (together, with the NEA 10 Common Stock, the “NEA 10 Shares”). Collectively, the Funds hold a total of 16,794,653 shares of the Issuer’s Common Stock (the “Firm Shares”).

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:

Item 5.  Interest in Securities of the Issuer. 

By virtue of their relationship as affiliated entities, each of the Funds may be deemed to share the power to direct the disposition and vote of the NEA 9 Shares and the NEA 10 Shares. As general partners of the Funds, each of the Control Entities may also be deemed to own beneficially the Firm Shares.

As the individual general partner of NEA Partners 10, Sandell may be deemed to own beneficially the NEA 10 Shares.

Each Reporting Person disclaims beneficial ownership of the Firm 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, based on 233,338,572 shares of Common Stock reported to be outstanding, which includes (i) 231,557,506 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 August 10, 2020, (ii) the NEA 9 Warrant Shares and (iii) the NEA 10 Warrant Shares. The percentage set forth on the cover sheet for Sandell is calculated based on 232,636,942 shares of Common Stock, which includes (x) the 10-Q Shares and (y) the NEA 10 Warrant Shares.

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.

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 6^th day of October, 2020.

NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP

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

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. 7 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. 

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 6^th day of October, 2020.

NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP

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

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.

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

/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