Sec Form 3 Filing - PHC Holdings Corp @ Senseonics Holdings, Inc. - 2020-08-09

FORM 3 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) 08/09/2020 (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 Common Stock 2,941,176 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 (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 Senior Secured Convertible Note ( 1 ) ( 1 ) 10/31/2024 Common Stock 65,359,476 ( 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 )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.

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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