Sec Form 4 Filing - Delphi Management Partners VIII, L.L.C. @ Senseonics Holdings, Inc. - 2016-03-23

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 Delphi Management Partners VIII, L.L.C. 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) C/O DELPHI VENTURES, 160 BOVET ROAD, SUITE 408 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2016 (Street) SAN MATEO, CA94402 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 03/23/2016 P 1,216,195 A $ 2.85 11,237,221 I Delphi Ventures VIII, L.P. ( 1 ) Common Stock 03/23/2016 P 11,875 A $ 2.85 109,725 I Delphi BioInvestments VIII, L.P. ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Delphi Management Partners VIII, L.L.C. C/O DELPHI VENTURES 160 BOVET ROAD, SUITE 408 SAN MATEO, CA94402 X BOCHNOWSKI JAMES J C/O DELPHI VENTURES 160 BOVET ROAD, SUITE 408 SAN MATEO, CA94402 X Delphi BioInvestments VIII LP 160 BOVET ROAD, SUITE 408 SAN MATEO, CA94402 X DELPHI VENTURES VIII LP 160 BOVET ROAD, SUITE 408 SAN MATEO, CA94402 X DOUGLASS DAVID L C/O DELPHI VENTURES 160 BOVET ROAD, SUITE 408 SAN MATEO, CA94402 X PAKIANATHAN DEEPIKA C/O DELPHI VENTURES 160 BOVET ROAD, SUITE 408 SAN MATEO, CA94402 X ROEDER DOUGLAS A C/O DELPHI VENTURES 160 BOVET ROAD, SUITE 408 SAN MATEO, CA94402 X X Signatures /s/ Matthew T. Potter, Attorney-in-Fact for Delphi Management Partners VIII, L.L.C. 03/23/2016 Signature of Reporting Person Date /s/ Matthew T. Potter, Attorney-in-Fact for James Bochnowski 03/23/2016 Signature of Reporting Person Date /s/ Matthew T. Potter, Attorney-in-Fact for Delphi BioInvestments VIII, L.P. 03/23/2016 Signature of Reporting Person Date /s/ Matthew T. Potter, Attorney-in-Fact for Delphi Ventures VIII, L.P. 03/23/2016 Signature of Reporting Person Date /s/ Matthew T. Potter, Attorney-in-Fact for David Douglass 03/23/2016 Signature of Reporting Person Date /s/ Matthew T. Potter, Attorney-in-Fact for Deepika Pakianathan 03/23/2016 Signature of Reporting Person Date /s/ Matthew T. Potter, Attorney-in-Fact for Douglas A. Roeder 03/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are directly owned by Delphi Ventures VIII, L.P. ("DV VIII"). Delphi Management Partners VIII, L.L.C. ("DMP VIII") is the general partner of DV VIII and may be deemed to have sole voting and dispositive power over the securities held by DV VIII. Douglas A. Roeder, James J. Bochnowski, David L. Douglass and Deepika R. Pakianathan, Ph.D. are the managing members of DMP VIII and may be deemed to share voting and dispositive power over the securities held by DV VIII. Such persons and entities disclaim beneficial ownership of the securities held by DV VIII, except to the extent of any pecuniary interest therein. ( 2 )The reported securities are directly owned by Delphi BioInvestments VIII, L.P. ("DBI VIII"). DMP VIII is the general partner of DBI VIII and may be deemed to have sole voting and dispositive power over the securities held by DBI VIII. Douglas A. Roeder, James J. Bochnowski, David L. Douglass and Deepika R. Pakianathan, Ph.D. are the managing members of DMP VIII and may be deemed to share voting and dispositive power over the securities held by DBI VIII. Such persons and entities disclaim beneficial ownership of the securities held by DBI VIII, except to the extent of any pecuniary interest therein.

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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