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

Role: 10%+ Owner
Signature: /s/ Kaiju Yamaguchi
Stock symbol: SENS
Transactions as of: Mar 13, 2023
Transactions value $: -$20,000,000
Form type: 4
Date filed: 3/15/2023, 05:56 PM
Previous filing: Mar 15, 2023

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	$15M	+1		$15,000,000.00^*	1	Mar 13, 2023	Common Stock	15.4M	$0.00	Direct	F1, F4
transaction	SENS	Senior Secured Convertible Note	Other	-$35M				0	Mar 13, 2023	Common Stock	66.6M		Direct	F2, F3
transaction	SENS	Warrant to purchase Common Stock	Other		+1			1	Mar 13, 2023	Common Stock	68.5M	$0.00	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.