SecProbe.io

December 11, 2019
Timothy T. Goodnow
President and Chief Executive Officer
Senseonics Holdings, Inc.
20451 Seneca Meadows Parkway
Germantown, MD 20876-7005
Re:Senseonics Holdings, Inc.
Registration Statement on Form S-3
Filed November 27, 2019
File No. 333-235297
Dear Mr. Goodnow:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3 filed November 27, 2019
General
1.We note that your forum selection provision contained in Exhibit 3.1 identifies the Court
of Chancery of the State of Delaware as the exclusive forum for certain litigation,
including any “derivative action.”  Please disclose whether this provision applies to
actions arising under the Securities Act or Exchange Act.  In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder.  If the provision applies to
Securities Act claims, please also revise your prospectus to state that there is uncertainty
as to whether a court would enforce such provision and that investors cannot waive

 FirstName LastNameTimothy T. Goodnow
 Comapany NameSenseonics Holdings, Inc.
 December 11, 2019 Page 2
 FirstName LastName
Timothy T. Goodnow
Senseonics Holdings, Inc.
December 11, 2019
Page 2
compliance with the federal securities laws and the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Ballantyne, Esq.