Sec Form 4 Filing - PHC Holdings Corp @ Senseonics Holdings, Inc. - 2023-03-13

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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. Issuer Name and Ticker or Trading Symbol Senseonics Holdings, Inc. [ SENS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2-38-5 NISHISHIMBASHI 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2023 (Street) TOKYO, M0105-8433 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant to purchase Common Stock $ 0.001 ( 1 ) 03/13/2023 P 1 03/13/2023 ( 4 ) Common Stock 15,425,750 $ 15,000,000 ( 1 ) 1 D Senior Secured Convertible Note ( 2 ) 03/13/2023 J( 3 ) 08/14/2020 10/31/2024 Common Stock 66,562,846 ( 3 ) 0 D Warrant to purchase Common Stock $ 0.001 ( 3 ) 03/13/2023 J( 3 ) 1 04/01/2023 ( 4 ) Common Stock 68,525,311 ( 3 ) 1 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PHC Holdings Corp 2-38-5 NISHISHIMBASHI TOKYO, M0105-8433 X Signatures /s/ Kaiju Yamaguchi 03/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In accordance with a Securities Purchase Agreement, dated March 13, 2023, the Reporting Person purchased from the Issuer a warrant to purchase up to 15,425,750 shares of the Issuer's Common Stock, $0.001 par value per share, for $15 million. The warrant is exercisable at a price of $0.001 per warrant share (subject to adjustment pursuant to and in accordance with the terms and conditions thereof). ( 2 )As of the date of the Exchange Agreement described in footnote (3), the 2024 Note (as defined in footnote (3)) was convertible into Common Stock at the rate of 1,901.80 shares of Common Stock per $1,000 principal amount. This conversion rate gives effect to adjustments to the original conversion rate of the 2024 Note by virtue of certain anti-dilution provisions thereof, and the number of shares issuable upon conversion of the 2024 Note does not include additional shares that would have been issuable in respect of a "make-whole" provision of the 2024 Note. ( 3 )In accordance with an Exchange Agreement, dated March 13, 2023, the Reporting Person agreed to exchange that certain Senior Secured Convertible Note due October 31, 2024 (the "2024 Note") in the principal amount of $35 million, plus accrued and unpaid interest thereon, for a warrant to purchase up to 68,525,311 shares of the Issuer's Common Stock, $0.001 par value per share. The warrant is exercisable at a price of $0.001 per warrant share (subject to adjustment pursuant to and in accordance with the terms and conditions thereof). ( 4 )The warrants have no expiration 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).

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