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Correspondence 0001104659-23-099763 from Senseonics Holdings, Inc. (SENS)

Senseonics Holdings, Inc.
Date: Sept. 11, 2023 · CIK: 0001616543 · Accession: 0001104659-23-099763

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File numbers found in text: 333-273882

Date
September 11, 2023
Author
By
Form
CORRESP
Company
Senseonics Holdings, Inc.

Letter

SENSEONICS HOLDINGS, INC..

20451 Seneca Meadows Parkway

Germantown, MD 20876-7005

September 11, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Margaret Schwartz

RE: Senseonics Holdings, Inc.

Registration Statement on Form S-3

File No. 333-273882

Acceleration Request

Requested Date: Tuesday, September 12, 2023

Requested Time: 4:30 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Exchange Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-273882) (the “Registration Statement”) to become effective at 4:30 p.m. Eastern Time on Tuesday, September 12, 2023, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Darren DeStefano at (703) 456-8034 or Reid Hooper at (202) 776-2097 of Cooley LLP, counsel to the registrant.

[Signature page follows]

Sincerely,
SENSEONICS HOLDINGS, INC.

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CORRESP
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SENSEONICS HOLDINGS, INC..

20451 Seneca Meadows Parkway

Germantown, MD 20876-7005

September 11, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Margaret Schwartz

RE: Senseonics Holdings, Inc.

Registration Statement on Form S-3

File No. 333-273882

Acceleration Request

Requested Date: Tuesday, September 12, 2023

Requested Time: 4:30 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Exchange Act of 1933,
as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the
above-referenced Registration Statement on Form S-3 (File No. 333-273882) (the “Registration Statement”)
to become effective at 4:30 p.m. Eastern Time on Tuesday, September 12, 2023, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please
orally confirm that event with Darren DeStefano at (703) 456-8034 or Reid Hooper at (202) 776-2097 of Cooley LLP, counsel to the registrant.

[Signature page follows]

    Sincerely,

    SENSEONICS HOLDINGS, INC.

    By:

    /s/ Rick Sullivan

    Rick Sullivan

Chief Financial Officer

    cc:
    Darren DeStefano, Cooley LLP

    Reid Hooper, Cooley LLP