SC 13G/A 1 tm218449d1_sc13ga.htm SC 13G/A

CUSIP No. 81727U105

SCHEDULE 13G/A

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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:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

*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

SCHEDULE 13G/A

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1.	NAMES OF REPORTING PERSONS Roche Finance Ltd

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
	(b) ¨

3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland
NUMBER OF		5.	SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY		6.	SHARED VOTING POWER 17,523,209
EACH
REPORTING		7.	SOLE DISPOSITIVE POWER 0
PERSON WITH
		8.	SHARED DISPOSITIVE POWER 17,523,209
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,523,209
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%
12.	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 81727U105

SCHEDULE 13G/A

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1.	NAMES OF REPORTING PERSONS Roche Holding Ltd

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
	(b) ¨

3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland
NUMBER OF		5.	SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY		6.	SHARED VOTING POWER 17,523,209
EACH
REPORTING		7.	SOLE DISPOSITIVE POWER 0
PERSON WITH
		8.	SHARED DISPOSITIVE POWER 17,523,209
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,523,209
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%
12.	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 81727U105

SCHEDULE 13G/A

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Item 1(a).

Name of Issuer:

Senseonics Holdings, Inc., a Delaware corporation (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

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.

Roche Finance Ltd: Switzerland

Roche Holding Ltd: Switzerland

(d) Title of Class of Securities: Common Stock, $0.001 par value.

(e) CUSIP No.: 81727U105.

Item 3.

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:

Not applicable.

Item 4.

Ownership:

(a)

Each of the Reporting Persons may be deemed to beneficially own 17,523,209 shares of Common Stock.*

(b)

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.*

(c)

Number of shares as to which each Reporting Person has:

(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

SCHEDULE 13G/A

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Item 5.

Ownership of Five Percent or Less of a Class:

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.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Roche Finance Ltd is a wholly-owned subsidiary of Roche Holding Ltd.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

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

SCHEDULE 13G/A

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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

	ROCHE FINANCE LTD

	By:	/s/ Carole Nuechterlein
	Carole Nuechterlein, Authorized Signatory


	By:	/s/ Beat Kraehenmann
	Beat Kraehenmann, Authorized Signatory


	ROCHE HOLDING LTD

	By:	/s/ Beat Kraehenmann
	Beat Kraehenmann, Authorized Signatory


	By:	/s/ Claudia Boeckstiegel
	Claudia Boeckstiegel, Authorized Signatory

CUSIP No. 81727U105

SCHEDULE 13G/A

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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

	ROCHE FINANCE LTD

	By:	/s/ Carole Nuechterlein
	Carole Nuechterlein, Authorized Signatory


	By:	/s/ Beat Kraehenmann
	Beat Kraehenmann, Authorized Signatory


	ROCHE HOLDING LTD

	By:	/s/ Beat Kraehenmann
	Beat Kraehenmann, Authorized Signatory


	By:	/s/ Claudia Boeckstiegel
	Claudia Boeckstiegel, Authorized Signatory