Initial Statement of Beneficial Ownership (3)
15 Mars 2023 - 10:48PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5 |
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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
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| 1. Name
and Address of Reporting Person * PHC Holdings
Corp |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
8/9/2020
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3. Issuer Name and Ticker or Trading
Symbol Senseonics Holdings, Inc. [SENS] |
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(Last)
(First)
(Middle)
2-38-5 NISHISHIMBASHI |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director ___X___
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
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(Street)
TOKYO, M0 105-8433
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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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
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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) |
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Common Stock |
2941176 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
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 |
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Senior Secured Convertible Note |
(1) |
10/31/2024 |
Common Stock |
65359476 (1) |
(1) |
D |
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| 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). |
Remarks:
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
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|
Reporting Owner Name / Address |
Relationships
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Director |
10% Owner |
Officer |
Other |
PHC Holdings Corp
2-38-5 NISHISHIMBASHI
TOKYO, M0 105-8433 |
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X |
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Signatures
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/s/ Kaiju Yamaguchi |
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3/15/2023 |
| **Signature of Reporting
Person |
Date |
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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. |
Senseonics (AMEX:SENS)
Graphique Historique de l'Action
De Mai 2023 à Juin 2023
Senseonics (AMEX:SENS)
Graphique Historique de l'Action
De Juin 2022 à Juin 2023
