Filing Details
- Accession Number:
- 0001596770-16-000127
- Form Type:
- 13G Filing
- Publication Date:
- 2016-03-28 13:59:47
- Filed By:
- Healthcare Ventures Vi Lp
- Company:
- Senseonics Holdings Inc.
- Filing Date:
- 2016-03-28
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| HealthCare Ventures VI | 6,099,436 | 6,099,436 | 6,099,436 | 6.6% | ||
| HealthCare Partners VI | 6,099,436 | 6,099,436 | 6,099,436 | 6.6% | ||
| James H. Cavanaugh, Ph.D | 6,099,436 | 6,099,436 | 6,099,436 | 6.6% | ||
| Christopher Mirabelli, Ph.D | 6,099,436 | 6,099,436 | 6,099,436 | 6.6% | ||
| Harold R. Werner | 6,099,436 | 6,099,436 | 6,099,436 | 6.6% | ||
| John W. Littlechild | 6,099,436 | 6,099,436 | 6,099,436 | 6.6% | ||
| Augustine Lawlor | 6,099,436 | 6,099,436 | 6,099,436 | 6.6% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Senseonics Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
81727U105
(CUSIP Number)
March 23, 2016
(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) | |
| X | 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).
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Ventures VI, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) [ ] (b) [X1] | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
| WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
| 12 | TYPE OF REPORTING PERSON* PN | ||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Partners VI, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) [ ] (b) [X] See Footnote 1 | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
| WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
| 12 | TYPE OF REPORTING PERSON* PN | ||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James H. Cavanaugh, Ph.D. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) [ ] (b) [X] See Footnote 1 | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
| WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Christopher Mirabelli, Ph.D. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) [ ] (b) [X] See Footnote 1 | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
| WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Harold R. Werner | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) [ ] (b) [X] See Footnote 1 | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
| WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John W. Littlechild | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) [ ] (b) [X] See Footnote 1 | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
| WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Augustine Lawlor | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) [ ] (b) [X] See Footnote 1 | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,099,436 (See Items 2 and 4 herein) | |
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
| WITH | 8 | SHARED DISPOSITIVE POWER 6,099,436 (See Items 2 and 4 herein) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,099,436 (See Items 2 and 4 herein) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| Item 1. |
| (a) | Name of Issuer |
| Senseonics Holdings, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices |
| | 20451 Seneca Meadow Parkway |
| | Germantown, MD 20876 |
| Item 2. |
| (a) | Name of Person Filing |
| | HealthCare Ventures VI, L.P. (“HCVVI”) |
| | HealthCare Partners VI, L.P. (“HCPVI”) |
| | James H. Cavanaugh, Ph.D. (“Cavanaugh”) |
| | Christopher Mirabelli, Ph.D. (“Mirabelli”) |
| | Harold R. Werner (“Werner”) |
| | John W. Littlechild (“Littlechild”) |
| | Augustine Lawlor (“Lawlor”) |
| | See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them. 2 |
| (b) | Address of Principal Business Office or, if none, Residence |
| | The business address for HCVVI, HCPVI, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor is 47 Thorndike Street, Suite B1-1, Cambridge, Massachusetts 02141. |
| (c) | Citizenship |
| | HCVVI and HCPVI are limited partnerships organized under the laws of the State of Delaware. Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, and Lawlor are each United States citizens. |
2 Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor are the General Partners of HCP VI which is the General Partner of HCVVI, the record holder of the securities.
| (d) | Title of Class of Securities |
| | Common Stock, $0.001 par value per share (the “Common Stock”) |
| (e) | CUSIP Number |
| | 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. |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
| (e) | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:.
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
| | As of March 23, 2016: HCVVI beneficially owns 6,099,436 shares of Common Stock, consisting of (i) 5,506,773 shares of Common stock, and (ii) warrants to purchase 592,663 shares of Common Stock. HCPVI, as the general partner of HCVVI, and each of Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor, the general partners of HCPVI, may be deemed to indirectly beneficially own the shares of Common Stock and the warrants to purchase Common Stock owned by HCVVI. |
| Item 10. | Certification |
By signing below, each of the undersigned certifies that, to the best of their 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| March 28, 2016 | HealthCare Ventures VI, L.P. By: its General Partner, HealthCare Partners VI, L.P. /s/ Jeffrey Steinberg By: _________________________________________ Jeffrey Steinberg, Administrative Officer |
| March 28, 2016 | HealthCare Partners VI, L.P. /s/ Jeffrey Steinberg By: ________________________________________ Jeffrey Steinberg, Administrative Officer |
| March 28, 2016 | /s/Jeffery Steinberg, Attorney-in-Fact James H. Cavanaugh, Ph.D. |
| March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Christopher Mirabelli, Ph.D. |
| March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Harold R. Werner |
| March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact John W. Littlechild |
| March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Augustine Lawlor |
| EXHIBIT A |
| AGREEMENT |
| JOINT FILING OF SCHEDULE 13G |
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Senseonics Holdings, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.
| March 28, 2016 | HealthCare Ventures VI, L.P. By: its General Partner, HealthCare Partners VI, L.P. /s/ Jeffrey Steinberg By: _________________________________________ Jeffrey Steinberg, Administrative Officer |
| March 28, 2016 | HealthCare Partners VI, L.P. /s/ Jeffrey Steinberg By: _______________________________________ Jeffrey Steinberg, Administrative Officer |
| March 28, 2016 | /s/Jeffery Steinberg, Attorney-in-Fact James H. Cavanaugh, Ph.D. |
| March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Christopher Mirabelli, Ph.D. |
| March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Harold R. Werner |
| March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact John W. Littlechild |
| March 28, 2016 | /s/Jeffrey Steinberg, Attorney-in-Fact Augustine Lawlor |