PHC Holdings Corp - 13 Mar 2023 Form 4 Insider Report for Senseonics Holdings, Inc. (SENS)

Role
10%+ Owner
Signature
/s/ Kaiju Yamaguchi
Issuer symbol
SENS
Transactions as of
13 Mar 2023
Net transactions value
-$20,000,000
Form type
4
Filing time
15 Mar 2023, 17:56:31 UTC
Previous filing
15 Mar 2023
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SENS Warrant to purchase Common Stock Purchase $15,000,000 +1 $15000000.00* 1 13 Mar 2023 Common Stock 15,425,750 $0.001000 Direct F1, F4
transaction SENS Senior Secured Convertible Note Other $35,000,000 0 13 Mar 2023 Common Stock 66,562,846 Direct F2, F3
transaction SENS Warrant to purchase Common Stock Other +1 1 13 Mar 2023 Common Stock 68,525,311 $0.001000 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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).
F2 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.
F3 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).
F4 The warrants have no expiration date.