Washington, D.C. 20549

OMB Number: 3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person * PHC Holdings Corp 2. Date of Event Requiring Statement (MM/DD/YYYY)

3. Issuer Name and Ticker or Trading Symbol Senseonics Holdings, Inc. [SENS]
(Last)        (First)        (Middle)
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
TOKYO, M0 105-8433      
(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock  2941176  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Secured Convertible Note   (1) 10/31/2024  Common Stock  65359476 (1)  (1) D   

Explanation of Responses:
(1)  On August 9, 2020, the Issuer and PHC Holdings Corporation entered into a note purchase agreement pursuant to which the Issuer issued and sold $35 million in aggregate principal amount of its Senior Secured Convertible Note due October 31, 2024 (the "2024 Note") on August 14, 2020 (the "Closing Date"). The Issuer also issued 2,941,176 shares of Common Stock to the Reporting Person as a financing fee on the Closing Date. At issuance of the 2024 Note, there were originally 65,359,476, shares of Common Stock issuable upon conversion of the 2024 Note, based on a conversion rate as of August 14, 2020 of 1,867.4136 shares of Common Stock per $1,000 principal amount of the 2024 Note (which conversion rate was subject to adjustment in accordance with the terms of the 2024 Note).

On March 13, 2023, the Reporting Person entered into an agreement with the Issuer to exchange the 2024 Note reported herein, including accrued and unpaid interest thereon, for a warrant to purchase Common Stock, as described in the Form 4 filed by the Reporting Person on the date hereof.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
PHC Holdings Corp
TOKYO, M0 105-8433


/s/ Kaiju Yamaguchi 3/15/2023
**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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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