[ ]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP NO. 81727U105
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Page 2 of 10 Pages
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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5.
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Sole Voting Power
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Number of
Shares
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10,916,666
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
10,916,666
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented By Amount in Row (9)
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12.
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Type of Reporting Person (See Instructions)
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CUSIP NO. 81727U105
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Page 3 of 10 Pages
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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3.
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SEC Use Only
|
4.
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Citizenship or Place of Organization
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5.
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Sole Voting Power
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Number of
Shares
|
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0
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
10,916,666
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Reporting
Person
With
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
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10,916,666
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented By Amount in Row (9)
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12.
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Type of Reporting Person (See Instructions)
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CUSIP NO. 81727U105
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Page 4 of 10 Pages
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Item 1(a).
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Name of Issuer:
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Senseonics Holdings, Inc. (the “Issuer”).
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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20451 Seneca Meadows Parkway
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Germantown, MD 20876-7005
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Item 2(a).
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Name of Person Filing
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The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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(i)
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Soros Fund Management LLC (“SFM LLC”); and
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(ii)
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George Soros.
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This statement relates to Shares (as defined herein) issuable upon the conversion of 5.25% Convertible Senior Notes due 2025 of the Issuer (the
“Convertible Notes”) held for the accounts of Quantum Partners LP, a Cayman Islands exempted limited partnership (“Quantum Partners”) and Shares issuable upon the conversion of Convertible Notes held for a certain other fund/account (the
“Managed Account”). SFM LLC serves as investment manager to Quantum Partners and the Managed Account. As such, SFM LLC has been granted investment discretion over
portfolio investments, including the securities of the Issuer, held for the accounts of Quantum Partners and the Managed Account. George Soros serves as Chairman of SFM LLC and has sole discretion to replace FPR Manager LLC, the Manager of
SFM LLC.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 250 West 55th Street, 29th Floor, New York, NY 10019.
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Item 2(c).
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Citizenship:
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(i)
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SFM LLC is a Delaware limited liability company; and
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(ii)
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George Soros is a United States citizen.
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CUSIP NO. 81727U105
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Page 5 of 10 Pages
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001 per share (the “Shares”).
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Item 2(e).
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CUSIP Number:
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81727U105
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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This Item 3 is not applicable.
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Item 4.
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Ownership:
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Item 4(a).
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Amount Beneficially Owned:
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As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 10,916,666 Shares, which includes (i) 10,132,576
Shares issuable upon the conversion of Convertible Notes held for the account of Quantum Partners and (ii) 784,090 Shares issuable upon conversion of Convertible Notes held for the Managed Account.
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Item 4(b).
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Percent of Class:
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As of the date hereof, assuming full exercise of the Convertible Notes beneficially owned by the Reporting Persons, each of the Reporting Persons may be
deemed to be the beneficial owner of approximately 5.09% of the total number of Shares outstanding.
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Item 4(c).
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Number of shares as to which such person has:
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SFM LLC
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(i)
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Sole power to vote or direct the vote
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10,916,666
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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10,916,666
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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CUSIP NO. 81727U105
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Page 6 of 10 Pages
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||||
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|||||
George Soros |
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(i)
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Sole power to vote or direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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10,916,666
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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10,916,666
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more
than five percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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The partners of Quantum Partners and the Managed Account are entitled to receive, or have the power to direct, the receipt of dividends from or the
proceeds of sales of the Shares issuable upon conversion of Convertible Notes held for the accounts of Quantum Partners and the Managed Account, as applicable, in accordance with their ownership interests in Quantum Partners and the Managed
Account.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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This Item 7 is not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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By signing below each of the Reporting Persons certifies that, to the best of such person's 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.
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CUSIP NO. 81727U105
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Page 7 of 10 Pages
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Date: February 21, 2020
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SOROS FUND MANAGEMENT LLC
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By: /s/ Regan O’Neill
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Regan O’Neill
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Assistant General Counsel
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Date: February 21, 2020
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GEORGE SOROS
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By: /s/ Regan O’Neill
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Regan O’Neill
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Attorney-in-Fact
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CUSIP NO. 81727U105
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Page 8 of 10 Pages
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Page No.
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A.
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Joint Filing Agreement, dated as of February 21, 2020, by and between Soros Fund Management LLC and George Soros
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9
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B.
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Power of Attorney, dated as of February 11, 2020, granted by George Soros in favor of Boyd M. Johnson III, Michael Adams, Thomas O’Grady, Regan
O’Neill, John DeSisto and Michael Flynn
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11
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CUSIP NO. 81727U105
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Page 9 of 10 Pages
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Date: February 21, 2020
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SOROS FUND MANAGEMENT LLC
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By: /s/ Regan O’Neill
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Regan O’Neill
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Assistant General Counsel
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Date: February 21, 2020
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GEORGE SOROS
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By: /s/ Regan O’Neill
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Regan O’Neill
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Attorney-in-Fact
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CUSIP NO. 81727U105
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Page 10 of 10 Pages
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