SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Goodnow Timothy T

(Last)

(First)

(Middle)

20451 SENECA MEADOWS PARKWAY

(Street)

GERMANTOWN

20876-7005

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2020		J⁽¹⁾	V	12,000	A	$0.7	437,012	D
Common Stock	03/16/2020		M⁽²⁾		80,000	A	$0.54	517,012	D
Common Stock	03/16/2020		S⁽²⁾		80,000	D	$0.71⁽³⁾	437,012	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option (right to buy)⁽⁴⁾	$0.54	03/16/2020		M⁽²⁾			80,000	⁽⁴⁾	12/02/2020⁽⁴⁾	Common Stock	80,000	$0.00	1,878,610⁽⁴⁾	D

Explanation of Responses:

1. These shares were acquired under the Issuer's Employee Stock Purchase Plan ("ESPP") in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). This represents the maximum number of shares the Reporting Person could purchase through the ESPP.

2. The option exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2019. This 10b5-1 plan related to the periodic exercises of stock options that were scheduled to expire between December 2, 2020 and February 27, 2021, and would expire worthless if not exercised by their respective expiration dates, and sales of the shares underlying such options. Effective March 18, 2020, the Reporting Person terminated this Rule 10b5-1 trading plan and, as described in footnote (4) agreed to forfeit the unexercised portions of these stock options for no consideration.

3. Price reflected is a weighted-average sale price for the shares sold. The range of sale prices for the transaction reported was $0.6101 - $0.7475 per share, inclusive. The Reporting Person is undertaken to provide upon request of the staff, the Issuer, or a secondary holder of the Issuer, full information regarding the number of shares sold at each price.

4. Immediately exercisable. In connection with the termination of the Rule 10b5-1 trading plan, as described in footnote (2), the Reporting Person has agreed to forfeit the unexercised portions of these stock options for no consideration.

Remarks:

	/s/ Darren K. DeStefano, Attorney-in-Fact	03/18/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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