SecProbe.io

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 SENSEONICS HOLDINGS, INC..
20451 Seneca Meadows Parkway
Germantown, MD 20876-7005

 August 13, 2025

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Conlon Danberg

 RE: Senseonics Holdings, Inc.

 Registration Statement on Form S-3

 File No. 333-289306

 Acceleration Request

 Requested Date: Monday, August 18, 2025

 Requested Time: 4:00 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. 333-289306) (the " Registration Statement ")
to become effective at 4:00 p.m. Eastern Time on Monday, August 18, 2025, 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Timothy T. Goodnow
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 August 6, 2025
 File No. 333-289306
Dear Timothy T. Goodnow:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Reid Hooper, Esq.
</TEXT>
</DOCUMENT>

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SENSEONICS
HOLDINGS, INC..

20451 Seneca Meadows Parkway

Germantown, MD 20876-7005

December 4, 2024

VIA
EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Margaret Sawicki

RE: Senseonics Holdings, Inc.

Registration Statement on Form S-3

File No. 333-283509

Acceleration Request

Requested Date: Friday, December 6, 2024

Requested Time: 4:00 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. 333-283509) (the “Registration Statement”)
to become effective at 4:00 p.m. Eastern Time on Friday, December 6, 2024, 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

December 3, 2024
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, 2024
File No. 333-283509
Dear Timothy T. Goodnow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Darren DeStefano, Esq.

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

United States securities and exchange commission logo
August 17, 2023
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 August 10, 2023
File No. 333-273882
Dear Timothy T. Goodnow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Darren DeStefano, Esq.

CORRESP
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SENSEONICS HOLDINGS, INC..

20451 Seneca Meadows Parkway

Germantown, MD 20876-7005

May 24, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ben Richie

RE: Senseonics Holdings, Inc.

Registration Statement on Form S-3

File No. 333-271932

Acceleration Request

Requested Date: Friday, May 26, 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. 333-271932) (the “Registration Statement”)
to become effective at 4:30 p.m. Eastern Time on Friday, May 26, 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.

Sincerely,

SENSEONICS HOLDINGS, INC.

By:
/s/ Rick Sullivan

Rick Sullivan

Chief Financial Officer

cc:
Darren DeStefano, Cooley LLP

Reid Hooper, Cooley LLP

United States securities and exchange commission logo
May 23, 2023
Timothy T. Goodnow
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 May 15, 2023
File No. 333-271932
Dear Timothy T. Goodnow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Darren DeStefano

CORRESP
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SENSEONICS HOLDINGS, INC..

20451 Seneca Meadows Parkway

Germantown, MD 20876-7005

February 2, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jessica Ansart

RE: Senseonics Holdings, Inc.

Registration Statement on Form S-3

File No. 333-269177

Acceleration Request

Requested Date: Friday, February 3, 2023

Requested Time: 4:00 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. 333-269177) (the “Registration Statement”)
to become effective at 4:00 p.m. Eastern Time on Friday February 3, 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

CORRESP
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January 30, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Abby Adams

Jessica Ansart

 Re: Senseonics Holdings, Inc.

Registration Statement on Form S-3

Filed January 10, 2023

File No. 333-269177

Ladies and Gentlemen:

On behalf of Senseonics Holdings, Inc. (the
 “Company”) set forth below is our response to the comments of the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) in its letter
dated January 25, 2023, with respect to the above captioned Registration Statement on Form S-3, filed by the Company on January 10,
2023 (the “Form S-3”).

For the Staff’s convenience, we have incorporated the Staff’s
comments into this response letter in italics.

Registration Statement on Form S-3

The Senseonics Holdings, Inc. 2023 Commercial Equity Plan and
The Securities We May Offer, page 6

 1. We note your disclosure that certain employees of Ascensia Diabetes Care Holdings AG, a Swiss company,
are eligible to receive awards under the Plan. We also note your risk factor disclosure starting on page 52 of your Form 10-K
for the fiscal year ended December 31, 2022 about risks related to your legal and regulatory environment as well as your risk factor
on page 64 discussing the exclusive forum provision in your charter. Please clarify whether you plan to issue securities to foreign
investors as part of this offering and if so, what consideration you have given to providing any further disclosure about material risks
to these investors.

RESPONSE: In response to the Staff’s comment, the Company
confirms that it currently does not plan to issue securities to foreign investors pursuant to the Senseonics Holdings, Inc. 2023
Commercial Equity Plan (the “Equity Plan”). However, it is possible that the Company may seek to do so in the
future. To the extent the Company issues securities to foreign investors pursuant to the Equity Plan, the Company confirms that it will
comply with the registration and disclosure requirements of the Securities Act of 1933, as amended, and all applicable rules and
regulations thereunder. As discussed with the Staff during a conversation on January 27, 2023, the Company further confirms that,
prior to issuing securities pursuant to the Equity Plan to investors in any foreign jurisdiction, it will file a prospectus supplement
to the Form S-3 addressing any additional material risks associated with the issuance of securities to investors in the applicable
foreign jurisdiction, including, without limitation, the applicable tax considerations related to the awards.

We hope that the foregoing has been responsive
to the Staff’s comments. Please contact me at (703) 456-8034 or Reid Hooper at (202) 776-2097 with any questions or further comments
regarding our responses to the Staff’s comments.

Sincerely,

    /s/
    Darren DeStefano

    Darren
    DeStefano

    Cooley
    LLP

 cc: Ken Horton, General Counsel, Senseonics
Holdings, Inc.

Rick Sullivan, Chief Financial Officer, Senseonics
Holdings, Inc.

Reid Hooper, Cooley LLP

United States securities and exchange commission logo
January 25, 2023
Rick Sullivan
Chief Financial Officer
Senseonics Holdings, Inc.
20451 Seneca Meadows Parkway
Germantown, MD 20876-7005
Re:Senseonics Holdings, Inc.
Registration Statement on Form S-3
Filed January 10, 2023
File No. 333-269177
Dear Rick Sullivan:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-3
The Senseonics Holdings, Inc. 2023 Commercial Equity Plan and The Securities We May Offer,
page 6
1.We note your disclosure that certain employees of Ascensia Diabetes Care Holdings AG,
a Swiss company, are eligible to receive awards under the Plan.  We also note your risk
factor disclosure starting on page 52 of your Form 10-K for the fiscal year ended
December 31, 2022 about risks related to your legal and regulatory environment as well as
your risk factor on page 64 discussing the exclusive forum provision in your charter.
Please clarify whether you plan to issue securities to foreign investors as part of this
offering and if so, what consideration you have given to providing any further disclosure
about material risks to these investors.

 FirstName LastNameRick Sullivan
 Comapany NameSenseonics Holdings, Inc.
 January 25, 2023 Page 2
 FirstName LastName
Rick Sullivan
Senseonics Holdings, Inc.
January 25, 2023
Page 2
            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.
            Please contact Jessica Ansart at 202-551-4511 or Abby Adams at 202-551-6902 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Darren DeStefano

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September 15, 2020

Via
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:      Mr. Chris Edwards

Re: Senseonics Holdings, Inc.

Registration Statement
on Form S-3

Filed September
8, 2020

File No. 333-248659

Acceleration Request

    Requested Date:
    Thursday September 17, 2020

    Requested Time:
    4:01 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities
and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-3 (File No. 333-248659) (the “Registration Statement”) to become effective on September
17, 2020, at 4:01 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally
request via telephone call to the staff (the “Staff”). This request for acceleration is subject, however,
to your receiving a telephone call prior to such time from Cooley LLP, counsel to the Registrant, confirming this request. The
Registrant hereby authorizes each of Darren DeStefano, Mark Ballantyne and William DuVal of Cooley LLP to make such request on
its behalf.

Once the Registration Statement has been
declared effective, please orally confirm that event with Darren DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034,
or in his absence, William DuVal of Cooley LLP at (703) 456-8663.

[Signature page follows]

    Very truly yours,

    Senseonics Holdings, Inc.

    By:
         /s/ Nick Tressler

         Nick Tressler

         Chief Financial Officer

    cc:
    Darren DeStefano, Cooley LLP

    Mark Ballantyne, Cooley LLP

United States securities and exchange commission logo
September 11, 2020
Timothy T. Goodnow
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 September 8, 2020
File No. 333-248659
Dear Mr. Goodnow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Chris Edwards at (202) 551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darren K. DeStefano

United States securities and exchange commission logo
September 9, 2020
Nick Tressler
Chief Financial Officer
Senseonics Holdings, Inc.
20451 Seneca Meadows Parkway
Germantown, Maryland 20876-7005
Re:Senseonics Holdings, Inc.
PRE14A filed August 19, 2020
File No. 001-37717
Dear Mr. Tressler:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Ballantyne

CORRESP
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        Darren DeStefano

        T: +1 703 456 8034

        ddestefano@cooley.com

        Via
        EDGAR

August 27, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ms. Laura Crotty

    Ms. Celeste Murphy

    Re:
    Senseonics Holdings, Inc.

    PRE14A filed August 19, 2020

    File No. 001-37717

Ladies and Gentlemen:

On behalf of our client, Senseonics Holdings, Inc.
(the “Company”), we are responding to the comments (the “Comments”) of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated August 24, 2020 (the “Comment Letter”), relating to the above referenced
PRE14A (the “Preliminary Proxy Statement”). Concurrently with the submission of this letter, the Company
is filing Amendment No. 1 to the Preliminary Proxy Statement (the “Amended Preliminary Proxy Statement”).

Set forth below are the Company’s
responses to the Comments. For your convenience, we have incorporated the Comments into this response letter. Unless otherwise
noted, capitalized terms used but not defined herein are used herein as defined in the Amended Preliminary Proxy Statement.

PRE14A filed August 19, 2020

Proposal No. 2, page 10

1.
Please expand your disclosure to discuss the potential anti-takeover effect of the increase in the number of authorized
shares that would be available as a result of the approval of Proposal 2.

Response to Comment 1:

In response to the Staff’s comment,
the Company has expanded its disclosure on page 10 of the Amended Preliminary Proxy Statement to discuss the potential anti-takeover
effect of the increase in the number of authorized shares that would be available as a result of the approval of Proposal 2.

Reasons for the Increase in Authorized
Shares and Risks to Stockholders of Not Approving this Proposal No. 2, page 11

August 27, 2020

Page 2

2. We
note the disclosure on page 11 regarding your reasons for the increase in authorized shares, namely the desire of your
Board of Directors to have additional shares available to provide flexibility to use your capital stock for business and
financial purposes in the future and to be able to act quickly if market conditions are favorable. Please revise your
disclosure to clearly state whether you have any current plans, arrangements or understandings, whether written or oral,
relating to the issuance of the additional authorized shares of common stock that will become
available as a result of the proposed amendment, or if none, so state.

Response to Comment 2:

In response to the Staff’s comment,
the Company has revised the disclosure on page 12 of the Amended Preliminary Proxy Statement to clarify that, other than
as disclosed in the Amended Preliminary Proxy Statement, the Company has no current plans, arrangements or understandings, whether
written or oral, relating to the issuance of the additional authorized shares of common stock that will become available as a result
of the proposed amendment.

* * * *

Please direct any questions or comments
concerning this response letter to either the undersigned at (703) 456-8034 or Mark Ballantyne at (703) 456-8084.

    Very truly yours,

    /s/ Darren DeStefano

    Darren DeStefano

cc: Timothy T. Goodnow, Senseonics Holdings,

  Inc. Nick B. Tressler, Senseonics
Holdings, Inc.

  Kenneth L. Horton,
Senseonics Holdings, Inc.

  Mark Ballantyne, Cooley
LLP

ONE
FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

United States securities and exchange commission logo
August 24, 2020
Nick Tressler
Chief Financial Officer
Senseonics Holdings, Inc.
20451 Seneca Meadows Parkway
Germantown, Maryland 20876-7005
Re:Senseonics Holdings, Inc.
PRE14A filed August 19, 2020
File No. 001-37717
Dear Mr. Tressler:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PRE14A filed August 19, 2020
Proposal No. 2, page 10
1.Please expand your disclosure to discuss the potential anti-takeover effect of the increase
in the number of authorized shares that would be available as a result of the approval of
Proposal 2.
Reasons for the Increase in Authorized Shares and Risks to Stockholders of Not Approving this
Proposal No. 2 , page 11
2.We note the disclosure on page 11 regarding your reasons for the increase in authorized
shares, namely the desire of your Board of Directors to have additional shares available to
provide flexibility to use your capital stock for business and financial purposes in the
future and to be able to act quickly if market conditions are favorable. Please revise your
disclosure to clearly state whether you have any current plans, arrangements or
understandings, whether written or oral, relating to the issuance of the additional
authorized shares of common stock that will become available as a result of the proposed

 FirstName LastNameNick Tressler
 Comapany NameSenseonics Holdings, Inc.
 August 24, 2020 Page 2
 FirstName LastName
Nick Tressler
Senseonics Holdings, Inc.
August 24, 2020
Page 2
amendment, or if none, so state.
            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.
            Please contact Laura Crotty at (202) 551-7614 or Celeste Murphy at (202) 551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Ballantyne

United States securities and exchange commission logo
May 7, 2020
Timothy T. Goodnow
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 April 30, 2020
File No. 333-237937
Dear Mr. Goodnow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Ballantyne, Esq.

CORRESP
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May 7, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Ms. Christine   Westbrook

Re:

Senseonics Holdings, Inc.

Registration Statement on   Form S-3

Filed April 30, 2020

File No. 333-237937

Acceleration   Request

Requested   Date:

Monday,   May 11, 2020

Requested   Time:

4:30   P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-237937) (the “Registration Statement”) to become effective on May 11, 2020, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”).

Once the Registration Statement has been declared effective, please orally confirm that event with Darren DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034, or in his absence, Alex Elmore of Cooley LLP at (703) 456-8724.

[Signature page follows]

Very truly yours,

Senseonics   Holdings, Inc.

By:

/s/ Nick Tressler

Nick Tressler

Chief Financial Officer

cc:

Darren DeStefano,   Cooley LLP

Mark Ballantyne, Cooley   LLP

William DuVal, Cooley   LLP

CORRESP
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December 18, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Mr. Jeffrey Gabor

Ms. Celeste Murphy

Re:                             Senseonics Holdings, Inc.

Registration Statement on Form S-3

Filed November 27, 2019

File No. 333-235297

Acceleration Request

Requested   Date:

Friday,   December 20, 2019

Requested   Time:

4:01   P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-235297) (the “Registration Statement”) to become effective on December 20, 2019, at 4:01 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to such time from Cooley LLP, counsel to the Registrant, confirming this request. The Registrant hereby authorizes each of Darren DeStefano, Mark Ballantyne and William DuVal of Cooley LLP to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Darren DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034, or in his absence, William DuVal of Cooley LLP at (703) 456-8663.

[Signature page follows]

Very truly yours,

Senseonics   Holdings, Inc.

By:

/s/ Nick Tressler

Nick Tressler

Chief Financial Officer

cc:

Darren DeStefano,   Cooley LLP

Mark Ballantyne, Cooley   LLP

CORRESP
1
filename1.htm

Darren   DeStefano

VIA EDGAR

T:   +1 703 456 8034

ddestefano@cooley.com

December 13, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Mr. Jeffrey Gabor

Ms. Celeste Murphy

Re:                            Senseonics Holdings, Inc.

Registration Statement on Form S-3

Filed November 27, 2019

File No. 333-235297

Ladies and Gentlemen:

On behalf of our client, Senseonics Holdings, Inc. (the “Company”), we are responding to the comment (the “Comment”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated December 11, 2019 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-3 (the “Registration Statement”).

Set forth below are the Company’s responses to the Comment.  For your convenience, we have incorporated the Comment into this response letter.  Unless otherwise noted, capitalized terms used but not defined herein are used herein as defined in the Registration Statement.

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 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

December 13, 2019

Page 2

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.

Response to Comment 1:

In response to the Staff’s comment, the Company respectfully advises the Staff that, in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 12, 2019, which is incorporated by reference into the Registration Statement, the Company disclosed that the forum selection provision does not apply to actions arising under the Securities Act or Exchange Act.  The Company will continue to include such disclosure in the Company’s future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

*   *   *   *

Please direct any questions or comments concerning this response letter to either the undersigned at (703) 456-8034 or Mark Ballantyne at (703) 456-8084.

Very truly yours,

/s/ Darren DeStefano

Darren DeStefano

cc:                              Timothy T. Goodnow, Senseonics Holdings, Inc.

Nick B. Tressler, Senseonics Holdings, Inc.

Mark Ballantyne, Cooley LLP

ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656  T: (703) 456-8000  F: (703) 456-8100
 WWW.COOLEY.COM

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.

September 16, 2019
Timothy T. Goodnow, Ph.D.
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 September 6, 2019
File No. 333-233656
Dear Dr. Goodnow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Darren K. DeStefano, Esq.

CORRESP
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September 17, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Tim Buchmiller

Re:

Senseonics Holdings, Inc.

Registration Statement on Form   S-3

Filed September 6, 2019

File No. 333-233656

Acceleration   Request

Requested   Date:

Thursday,   September 19, 2019

Requested   Time:

5:00   P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3, as amended (File No. 333-233656) (the “Registration Statement”) to become effective on September 19, 2019, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to such time from Cooley LLP, counsel to the Registrant, confirming this request. The Registrant hereby authorizes each of Darren DeStefano, Mark Ballantyne and William DuVal of Cooley LLP to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Darren DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034, or in his absence, William DuVal of Cooley LLP at (703) 456-8663.

[Signature page follows]

Very truly yours,

Senseonics Holdings,   Inc.

By:

/s/ Jon Isaacson

Jon Isaacson

Chief Financial Officer

cc:                                Darren DeStefano, Cooley LLP

Mark Ballantyne, Cooley LLP

CORRESP
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April 17, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4720

Washington, D.C. 20549

Attn:

Caleb French

Re:

Senseonics Holdings, Inc.

Registration Statement on   Form S-3

File No. 333-224057

Acceleration   Request

Requested   Date:

Thursday,   April 19, 2018

Requested   Time:

4:30   P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-224057) (the “Registration Statement”) to become effective on April 19, 2018, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to such time from Cooley LLP, counsel to the Registrant, confirming this request. The Registrant hereby authorizes each of Darren DeStefano and Mark Ballantyne of Cooley LLP to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Darren DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034, or in his absence, Mark Ballantyne at (703) 456-8084.

[Signature page follows]

Very truly yours,

Senseonics   Holdings, Inc.

By:

/s/ R. Don Elsey

R. Don Elsey

Chief   Financial Officer

cc:           Darren DeStefano, Cooley LLP

Mail Stop 3030
April 5, 2018

Via E -mail
Timothy T. Goodnow
Chief Executive Officer
Senseonics Holdings, Inc.
20451 Seneca Meadows Parkway
Germantown, MD 20876

Re: Senseonics  Holdings, Inc.
  Registration Statement on Form S-3
Filed  March 30, 2018
  File No.  333-224057

Dear Mr. Goodnow :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Darren K. DeStefano, Esq.
 Cooley LLP

Mail Stop 3030
April 13, 2017

Via E -mail
Timothy T. Goodnow
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  April 3, 2017
  File No.  333-217122

Dear Mr. Goodnow :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Mark Ballantyne
 Cooley LLP

CORRESP
1
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April 13, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4720

Washington, D.C. 20549

Attn:                    Amanda Ravitz

Heather Percival

Re:                             Senseonics Holdings, Inc.

Registration Statement on Form S-3

File No. 333-217122

Acceleration Request

Requested   Date:

Monday,   April 17, 2017

Requested   Time:

4:00   P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-217122) (the “Registration Statement”) to become effective on April 17, 2017, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to such time from Cooley LLP, counsel to the Registrant, confirming this request. The Registrant hereby authorizes each of Darren DeStefano and Mark Ballantyne of Cooley LLP to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Darren DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034, or in his absence, Mark Ballantyne at (703) 456-8084.

[Signature page follows]

Very truly yours,

Senseonics   Holdings, Inc.

By:

/s/ R. Don Elsey

R. Don Elsey

Chief Financial Officer

cc:Darren DeStefano,   Cooley LLP

CORRESP
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20451 Seneca Meadows   Parkway

VIA EDGAR

Germantown, MD 20876

March 16, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attn:                    Ms. Amanda Ravitz

Mr. Daniel Morris

Mr. Tom Jones

Mr. David Burton

Ms. Kate Tillan

Re:                             Senseonics Holdings, Inc.

Registration Statement on Form S-1

Registration No. 333-208984

Acceleration Request

Requested Date:

Thursday, March 17, 2016

Requested Time:

4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (Registration No. 333-208984) (the “Registration Statement”) to become effective on March 17, 2016, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff (the “Staff”).

Once the Registration Statement has been declared effective, please orally confirm that event with Darren K. DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034.

In connection with this request, the Registrant acknowledges that:

·                  should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Senseonics   Holdings, Inc.

By:

/s/ R. Don Elsey

R. Don Elsey

Chief Financial Officer

cc:                                Timothy T. Goodnow, Senseonics Holdings, Inc.

Christian E. Plaza, Cooley LLP

Darren K. DeStefano, Cooley LLP

Donald J. Murray, Covington & Burling LLP

Brian K. Rosenzweig, Covington & Burling LLP

CORRESP
1
filename1.htm

March 16, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C.  20549

Attn:                    Ms. Amanda Ravitz

Mr. Daniel Morris

Mr. Tom Jones

Mr. David Burton

Ms. Kate Tillan

Re:                             Senseonics Holdings, Inc.

Registration Statement on Form S-1

File No. 333-208984

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of Senseonics Holdings, Inc. that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-208984) be accelerated so that the Registration Statement will become effective at 4:00 P.M. Eastern Time on March 17, 2016, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that the underwriters will have effected as of March 16, 2016 approximately the following distribution of the preliminary prospectus:

946 to institutions;

200 to prospective underwriters; and

386 to others.

The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

Very truly yours,

LEERINK PARTNERS LLC

CANACCORD GENUITY INC.

By:

LEERINK PARTNERS LLC

By:

/s/ John I.   Fitzgerald, Esq.

Name:

John I.   Fitzgerald, Esq.

Title:

Managing Director

By:

CANACCORD GENUITY INC.

By:

/s/ Jennifer Pardi

Name:

Jennifer Pardi

Title:

Senior Managing   Director

cc:              Timothy T. Goodnow, Senseonics Holdings, Inc.

Christian E. Plaza, Cooley LLP

Darren K. DeStefano, Cooley LLP

Donald J. Murray, Covington & Burling LLP

Brian K. Rosenzweig, Covington & Burling LLP

CORRESP
1
filename1.htm

March 15, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C.  20549

Attn:                    Ms. Amanda Ravitz

Mr. Daniel Morris

Mr. Tom Jones

Mr. David Burton

Ms. Kate Tillan

Re:                             Senseonics Holdings, Inc.

Registration Statement on Form S-1

File No. 333-208984

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of Senseonics Holdings, Inc. that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-208984) be accelerated so that the Registration Statement will become effective at 4:00 P.M. Eastern Time on March 16, 2016, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that the underwriters will have effected as of March 15, 2016 approximately the following distribution of the preliminary prospectus:

946 to institutions;

200 to prospective underwriters; and

386 to others.

The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

Very truly yours,

LEERINK PARTNERS LLC

CANACCORD GENUITY INC.

By: LEERINK PARTNERS   LLC

By:

/s/ John I.   Fitzgerald, Esq.

Name:

John I.   Fitzgerald, Esq.

Title:

Managing Director

By: CANACCORD GENUITY   INC.

By:

/s/ Jennifer Pardi

Name:

Jennifer Pardi

Title:

Senior Managing   Director

cc:              Timothy T. Goodnow, Senseonics Holdings, Inc.

Christian E. Plaza, Cooley LLP

Darren K. DeStefano, Cooley LLP

Donald J. Murray, Covington & Burling LLP

Brian K. Rosenzweig, Covington & Burling LLP

CORRESP
1
filename1.htm

20451 Seneca Meadows   Parkway

Germantown, MD 20876

VIA EDGAR

March 15, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attn:                    Ms. Amanda Ravitz

Mr. Daniel Morris

Mr. Tom Jones

Mr. David Burton

Ms. Kate Tillan

Re:                             Senseonics Holdings, Inc.

Registration Statement on Form S-1

Registration No. 333-208984

Acceleration Request

Requested Date:           Wednesday, March 16, 2016

Requested Time:          4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (Registration No. 333-208984) (the “Registration Statement”) to become effective on March 16, 2016, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff (the “Staff”).

Once the Registration Statement has been declared effective, please orally confirm that event with Darren K. DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034.

In connection with this request, the Registrant acknowledges that:

·                  should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Senseonics   Holdings, Inc.

By:

/s/ R. Don Elsey

R. Don Elsey

Chief Financial Officer

cc:                                Timothy T. Goodnow, Senseonics Holdings, Inc.

Christian E. Plaza, Cooley LLP

Darren K. DeStefano, Cooley LLP

Donald J. Murray, Covington & Burling LLP

Brian K. Rosenzweig, Covington & Burling LLP

CORRESP
1
filename1.htm

Darren   K. DeStefano

VIA EDGAR

(703)   456-8034

ddestefano@cooley.com

March 14, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Ms. Amanda Ravitz

Mr. Daniel Morris

Mr. Tom Jones

Mr. David Burton

Ms. Kate Tillan

Re:                             Senseonics Holdings, Inc.

Registration Statement on Form S-1

Filed March 8, 2016

File No. 333-208984

Ladies and Gentlemen:

On behalf of our client, Senseonics Holdings, Inc. (the “Company”), we are responding to a comment (the “Comment”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) discussed during a March 10, 2016 telephone conversation between Darren DeStefano, of this office, and the Staff (the “Conversation”), relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).

As discussed during the Conversation, the Company acknowledges the Staff’s comment on disclosing a single fixed price at which all shares will be offered and respectfully advises the Staff that the final price will be included in a final prospectus filed pursuant to Rule 424(b) in the time frame required by the rule. In addition, in response to the Staff’s comment on providing the disclosure required by Item 505 of Regulation S-K, the Company has revised the disclosure appearing on pages 154-155 by adding the following sub-section in the “Underwriting” section:

“Determination of Offering Price

Our common stock has been qualified for quotation, since December 23, 2015, on the electronic marketplace operated by OTC Markets Group, Inc. and, to date, has traded on a limited basis.  The public offering price will be determined based on the trading of our shares on the electronic marketplace operated by the OTC Markets Group, Inc. as well as through negotiations between us and the representatives.  In addition to the foregoing and prevailing market conditions, the factors to be considered in determining the public offering price are:

·                  the valuation multiples of publicly traded companies that the representatives believe to be comparable to us;

·                  our financial information;

·                  the history of, and the prospects for, our company and the industry in which we compete;

·                  an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues;

·                  the present state of our development; and

·                  the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for our shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the public offering price.”

*   *   *   *

The Company acknowledges that:

·                  should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*   *   *   *

Please fax any additional comment letters concerning the Amended Registration Statement to (703) 456-8100 and direct any questions or comments concerning this response letter to the undersigned at (703) 456-8034.

Very truly yours,

/s/ Darren K. DeStefano

Darren K. DeStefano

cc:

Timothy T. Goodnow,   Senseonics Holdings, Inc.

R. Don Elsey,   Senseonics Holdings, Inc.

Christian E. Plaza,   Cooley LLP

Donald J. Murray,   Covington & Burling, LLP

Brian K. Rosenzweig,   Covington & Burling, LLP

CORRESP
1
filename1.htm

March 11, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C.  20549

Attn:                    Ms. Amanda Ravitz

Mr. Daniel Morris

Mr. Tom Jones

Mr. David Burton

Ms. Kate Tillan

Re:                             Senseonics Holdings, Inc.

Registration Statement on Form S-1

File No. 333-208984

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of Senseonics Holdings, Inc. that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-208984) be accelerated so that the Registration Statement will become effective at 4:00 P.M. Eastern Time on March 15, 2016, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that the underwriters will have effected as of March 11, 2016 approximately the following distribution of the preliminary prospectus:

940 to institutions;

200 to prospective underwriters; and

750 to others.

The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

Very   truly yours,

LEERINK   PARTNERS LLC

CANACCORD   GENUITY INC.

By:

LEERINK   PARTNERS LLC

By:

/s/   John I. Fitzgerald, Esq.

Name:

John   I. Fitzgerald, Esq.

Title:

Managing   Director

By:   CANACCORD GENUITY INC.

By:

/s/   Jennifer Pardi

Name:

Jennifer   Pardi

Title:

Senior   Managing Director

cc:              Timothy T. Goodnow, Senseonics Holdings, Inc.

Christian E. Plaza, Cooley LLP

Darren K. DeStefano, Cooley LLP

Donald J. Murray, Covington & Burling LLP

Brian K. Rosenzweig, Covington & Burling LLP

CORRESP
1
filename1.htm

20451 Seneca Meadows   Parkway

Germantown, MD 20876

VIA EDGAR

March 11, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attn:                    Ms. Amanda Ravitz

Mr. Daniel Morris

Mr. Tom Jones

Mr. David Burton

Ms. Kate Tillan

Re:                             Senseonics Holdings, Inc.

Registration Statement on Form S-1

Registration No. 333-208984

Acceleration Request

Requested Date:      Tuesday, March 15, 2016

Requested Time:  4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (Registration No. 333-208984) (the “Registration Statement”) to become effective on March 15, 2016, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff (the “Staff”).

Once the Registration Statement has been declared effective, please orally confirm that event with Darren K. DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034.

In connection with this request, the Registrant acknowledges that:

·                  should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Senseonics   Holdings, Inc.

By:

/s/ R. Don Elsey

R. Don Elsey

Chief Financial Officer

cc:

Timothy T. Goodnow,   Senseonics Holdings, Inc.

Christian E. Plaza,   Cooley LLP

Darren K. DeStefano,   Cooley LLP

Donald J. Murray,   Covington & Burling LLP

Brian K. Rosenzweig,   Covington & Burling LLP

CORRESP
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Darren   K. DeStefano
    T: +1 703 456 8034
   ddestefano@cooley.com

VIA EDGAR AND   COURIER

March 3, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attn:                    Ms. Amanda Ravitz
 Mr. Daniel Morris
 Mr. Tom Jones
 Mr. David Burton
 Ms. Kate Tillan

RE:                           Senseonics Holdings, Inc.
  Registration Statement on Form S-1
  Registration No. 333-208984

Ladies and Gentlemen:

On behalf of our client Senseonics Holdings, Inc. (the “Company”), please find below supplemental information to assist the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its review of the Company’s Registration Statement on Form S-1 (File No. 333-208984) (the “Registration Statement”).

Because of the commercially sensitive nature of information contained in this letter, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

On December 4, 2015, the Company, Senseonics, Incorporated and SMSI Merger Sub, Inc. entered into a merger agreement (the “Merger Agreement”), pursuant to which the Company

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,
 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656  T: (703) 456-8000  F: (703) 456-8100  WWW.COOLEY.COM

acquired Senseonics, Incorporated (the “Merger”). Pursuant to the terms of the Merger Agreement, (i) all issued and outstanding shares of Senseonics, Incorporated preferred stock were converted into shares of Senseonics, Incorporated common stock and (ii) following this conversion of preferred stock into common stock, each outstanding share of Senseonics, Incorporated common stock was exchanged for 2.0975 shares of the Company’s common stock (the “Exchange Ratio”). For the Staff’s convenience, the share and per-share numbers in this letter are presented on a post-Merger basis, giving effect to the exchange of shares based on the Exchange Ratio and without giving effect to any stock split that may be completed prior to the completion of the Company’s proposed public offering (the “Offering”).

The Company advises the Staff that the Company preliminarily estimates a price range of $[***] to $[***] per share (the “Price Range”) for its Offering.

The Price Range was determined based, in part, upon current market conditions, the Company’s financial condition and prospects and discussions with Leerink Partners LLC and Canaccord Genuity Inc., the lead underwriters for the Offering (the “Representatives”). The Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful Offering with no weighting attributed to any other outcome for the Company’s business, such as being sold in an acquisition transaction or a liquidation of its assets in a dissolution scenario.

The Company expects to include the Price Range in an amendment to the Registration Statement that would shortly precede the commencement of the Company’s road show.  However, due to the recent volatility in the financial markets and the volatilities evident in the market for recent issuers, the Price Range of the common stock may change. The Company confirms to the Staff that the price range included in the amendment to the Registration Statement will be no more than $2.00, if the maximum price is $10.00 per share or less, or 20%, if the maximum price is greater than $10.00 per share.  The parameters of the price range will be subject to then-current market conditions, continuing discussions with the Representatives and any business developments impacting the Company.

The most recent contemporaneous valuation of the Company’s common stock was equal to $1.95 per share as of June 30, 2015 (the “Valuation”). The Valuation was prepared in accordance with the guidance provided by the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

For the reasons set forth below, the Company respectfully submits to the Staff that the increase in value between the Valuation and the estimated Price Range is reasonable.  As a result, the

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

2

Company does not propose to increase the amount of its previously recorded stock-based compensation expense.

Specifically, the Company notes that the per share value of $1.95 in the Valuation was based on a [***]% probability of an Offering with the expected timing for the Offering of six months from June 30, 2015.  In contrast, the Price Range reflects an outcome that necessarily assumes that the Offering has occurred and a public market for the Company’s common stock has been created.  As a result, unlike the Valuation, the Price Range excludes any discount for the Company’s common stock and takes into account that the Offering would provide significant cash proceeds to the Company to help fuel its growth and substantially strengthen its balance sheet.  As an illustration of these factors, the Company submits to the Staff that had the Company assumed a 100% probability of an Offering for the Valuation, the value would have been $[***] per share for an offering as of December 31, 2015 (before giving effect to any discount for the lack of marketability or the time value of money).  After giving effect to an assumed additional quarter of time value, this would translate to a value of $[***] per liquid share as of March 31, 2016.

The Price Range represents a future price for shares of common stock that, if issued in the Offering, would be immediately freely tradable in a public market, whereas the estimated fair value of the common stock as of the Valuation represents a contemporaneous estimate of the fair value of the shares that were then illiquid, might never become liquid and, even if an Offering were to be successfully completed, would remain illiquid at least until the expiration of the 180-day lockup period following the Offering.  In the Offering scenario of the Valuation, the Company applied a discount rate of [***]% per annum and a discount for lack of marketability of [***]%, each of which it believes are customary for similarly situated companies, to the $[***] per liquid share value as of December 31, 2015 to arrive at an estimated fair value per illiquid share of common stock as of June 30, 2015 of $[***] per share.

The Company also notes that, as described in the Registration Statement, the Company has progressed its plans for the development and commercialization of its first generation continuous glucose monitoring system, Eversense, since the June 30, 2015 valuation.  Specifically, since June 30, 2015, the Company applied for a CE mark for Eversense, initiated a single pivotal clinical trial in the United States evaluating the accuracy of Eversense and continued to receive positive data from the Company’s ongoing European clinical trial evaluating the accuracy of Eversense.

In addition, the discount in the Valuation, as compared to the Price Range, is supported by (i) the inherent uncertainty of completing a successful Offering, (ii) the possibility that the actual Offering price could be substantially lower than the Price Range and (iii) the 180-day lock-up agreement to which the shares underlying stock options will be subject following the Offering.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

3

In summary, the Company respectfully submits that the deemed per-share fair values used as the basis for determining stock-based compensation in connection with its stock option grants, including those since June 30, 2015, are reasonable and appropriate for the reasons described herein and in the Registration Statement.  As a result, the Company does not propose to increase the amount of its previously recorded stock-based compensation expense as a result of the estimated Price Range.

We hereby further request, pursuant to Rule 418(b) under the Securities Act of 1933, as amended, the return of the unredacted version of this letter.  The Company believes that return of the supplemental information contained in this letter will protect the interests of investors and is consistent with the provisions of the Freedom of Information Act by maintaining in confidence the potential valuation of the Company that may, if disseminated, negatively impact the trading in the stock of the Company following the Offering.  The Company advises the Staff that it has not filed the supplemental information subject to this request in electronic format.  Please return this letter to the Company, in care of the undersigned, a responsible representative of the Company, at One Freedom Square, Reston Town Center, 11951 Freedom Drive, Reston, Virginia 20190-5656.

*  *  *  *

If you have any questions or comments with regard to this matter, please do not hesitate to contact the undersigned at (703) 456-8034.

Very truly yours,

/s/ Darren K. DeStefano

Darren K. DeStefano

cc:                     Timothy T. Goodnow, Senseonics Holdings, Inc.

R. Don Elsey, Senseonics Holdings, Inc.

Christian E. Plaza, Cooley LLP

Donald J. Murray, Covington & Burling, LLP

Brian K. Rosenzweig, Covington & Burling, LLP

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

4

CORRESP
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Darren K. DeStefano

VIA EDGAR

(703) 456-8034

ddestefano@cooley.com

February 16, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Ms. Amanda Ravitz

Mr. Daniel Morris

Mr. Tom Jones

Mr. David Burton

Ms. Kate Tillan

Re:                             Senseonics Holdings, Inc.

Registration Statement on Form S-1

Filed January 13, 2016

File No. 333-208984

Ladies and Gentlemen:

On behalf of our client, Senseonics Holdings, Inc. (the “Company”), we are responding to the comments (the “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 9, 2016 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).

The Company has revised the Registration Statement and is filing via EDGAR an amendment to the Registration Statement (the “Amended Registration Statement”) with this response letter. For the Staff’s reference, we are also delivering both a clean copy of the Amended Registration Statement and a copy marked to show all changes from the Registration Statement filed on January 13, 2016.

Set forth below are the Company’s responses to the Comments.  The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter.

Implications of Being an Emerging Growth Company, page 7

1.                                      Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

We advise the Staff that the Company has conducted several “testing the waters” meetings with qualified institutional buyers or institutional accredited investors and we

will supplementally provide the Staff with a copy of the presentation that the Company used in these meetings under separate cover.  We further advise the Staff that we will supplementally provide the Staff with copies of any additional written communications of the type referenced in the Staff’s comment.

Exhibit 10.24

2.                                      We note that you filed a request for confidential treatment for portions of the distribution agreement.  We will provide any comments on your request separately.

The Company acknowledges the Staff’s Comment.

*   *   *   *

The Company acknowledges that:

·                  should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*   *   *   *

Please fax any additional comment letters concerning the Amended Registration Statement to (703) 456-8100 and direct any questions or comments concerning this response letter to the undersigned at (703) 456-8034.

Very truly yours,

/s/ Darren K. DeStefano

Darren K. DeStefano

cc:

Timothy T. Goodnow,   Senseonics Holdings, Inc.

R. Don Elsey,   Senseonics Holdings, Inc.

Christian E. Plaza,   Cooley LLP

Donald J.   Murray, Covington & Burling LLP

Brian K. Rosenzweig,   Covington & Burling LLP

Mail Stop 3030
February 9, 2016

Via E -mail
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 -1
Filed January 13, 2016
  File No. 333 -208984

Dear Mr. Goodnow:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply 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 these  comments, we may have  additional comm ents.

Implications of Being an Emerging Growth Company, page 7

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to  potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Exhibit 10.24

2. We note that you filed a request for confidential treatment for portions of the distribution
agreement.  We will provide any comments on your request separately.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and

Timothy T. Goodnow
Senseonics  Holdings , Inc.
February 9, 2016
Page 2

 all applicabl e Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact David Burton at (202) 551 -3626 or Kate Tillan, Assistant Chief
Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tom Jones at (202) 551 -3602 or Daniel Morris,
Special Counsel, at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
 Assistant Director
Office of Electronics and Machinery

cc: Christian E. Plaza

CORRESP
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ASN
Technologies, INC

October 29,
2014

THE UNITED
STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Mrs. Maryse Mills-Apenteng

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:  ASN Technologies

Registration
Statement on Form S-1

File No. 333-198168

Dear Mrs. Mills-Apenteng:

Pursuant to
Rule 461 under the Securities Act of 1933, as amended, ASN Technologies (the “Company”) hereby requests acceleration
of the effective date of its Registration Statement on Form S-1/A to 9:00 am Eastern Standard Time on November 3, 2014, or as soon
thereafter as is practicable.

The Company
acknowledges the following:

Should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to
the filing;

The action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

The Company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Thank you for
your assistance. Please call with any questions.

ASN Technologies,
Inc.

By:

/s/
Daniel Davis

Daniel
Davis

Chief
Executive Officer

10291 South 1300
East 118

Sandy, UT 84094
- Phone: 385-444-0767

October 10 , 2014

Via E -Mail
Daniel Davis , CEO
ASN Technologies, Inc.
10291 South 1300 East, #118
Sandy, UT 84094

Re: ASN Technologies, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed September 22, 2014
  File No. 333 -198168

Dear Mr. Davis :

We have reviewed your amended registration statement and response letter and have the
following comments.  Unless otherwise noted, where prior comments are referenced, they refer
to our letter dated September 11, 2014.

General

1. We note that certain graphics  of your proposed web platform  appear on the inside of the
prospectus.  Please note that graphic presentations should accurately represent your
curre nt business.  For example, it does  not appear  appropriate to depict webpage
snapshots for a platform  that i s not yet operational.  For guidance, refer to our Securities
Act Forms Compliance and Disclosure Interpretation 101.02.   Please revise accordingly.

Summary, page 4

2. Your disclosure states in part that you are seeking funding “for the purpose of further
development and marketing of [y]our application.”   This statement conflicts with your
use of proceeds disclosures and your response to prior comment 10.  Please revise your
summary to  clarify, consistent with your prior response, that development of the web -
based application will be done by Mr. Davis in house  and that the offering proceeds and
existing cash resources will not be used to fund the development of the app.

3. You state that your prototype web  application can be accessed on the Internet .  The
under lying platform , however,  does not yet appear fully operational .  In this regard, we
note that you characterize the platform a s “functional” throughout the filing.  Please
revise your disclosure to reflect the current status of the platform  or advise as to  how this
characterization is consistent with your disclosure.

Daniel Davis
ASN Technologies, Inc.
October 10, 2014
Page 2

 Use of Proceeds, page 11

4. Your response notwithstanding, please revise the use of proceeds table to reflect the use
of net proceeds only.  Review your disclosure throughout, including “The Offering —Use
of Proceeds” on page 4 and “Liquidity and Capital Resources” on page 24, to cons istently
refer to your use of proceeds net of offering expenses . Refer to Item 504 of
Regulation S -K.

Marketing and Competition, page 18

5. We note your response to prior comment 13.  Please expand your disclosure to clarify
what you mean by your statement  that the data is “temporally -attenuated.”

Index to Financial Statements, page 22

Exhibit 23.1

6. Please provide a currently dated consent from your independent audit ors.  Refer to Item
601(b)(23) of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition  and Results of Operations

Planned Operations and Budget for Fiscal Year Beginning July 1, 2014 , page 23

7. You state that development of the basic prototype was performed by Mr. Davis.
Additionally, on page 26, you state that you have not entered into an employment
agreement with Mr. Davis.  Expand your disclosure to address any risks relating to the fact
that your sole software developer has not entered into a contract governing the ownership
of any developed intellectual property assets.

You may contact Rebekah Lindsey , Staff Accountant, at (202) 551 -3303  or Patrick Gilmore ,
Accou nting Branch Chief, at (202) 551 -3406  if you have questions regarding comments on the
financial statements and  related matters.  If you have any other questions, please contact Ivan
Griswold, Attorney Advisor, at (202) 551 -3853 , or in h is absence, me at (202) 551 -3457 .

 Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

cc:  Via E-Mail
  Anthony D. Guenther, Esq.

September 11 , 2014

Via E -Mail
Daniel Davis
Chief Executive Officer
ASN Technologies, Inc.
10291 South 1300 East, #118
Sandy, UT 84094

Re: ASN Technologies, Inc.
Registration Statement on Form S -1
Filed August 15, 2014
  File No. 333 - 198168

Dear Mr. Davis :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statemen t and providing the
requested information.   If you do not believe our comments apply 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 s tatement and the information you
provide in response to these comments, we may have additional comments.

General

1. Your filing indicates that you are a development stage company with limited operating
activities, no revenues, no orders from customers to purchase your products, no
arrangements for additional financing, nominal assets consisting only of cash, and a
going concern opinion from your independent public accountant.  These and other facts
suggest that your proposed business is commensurate in scop e with the uncertainty
ordinarily associated with a blank check company and that you should comply with Rule
419 of Regulation C under the Securities Act.  Please revise the registration statement to
comply with Rule 419 .

Alternatively, i f you believe that  you do not fall within the definition of a blank check
company, please supplementally provide us with a detailed explanation as to why Rule
419 does not apply.  In addition, please revise your registration statement to state that you
do not consider yourse lf a blank check company.  Further, please include appropriate

Daniel Davis
ASN Technologies, Inc.
September 11, 2014
Page 2

 disclosure to demonstrate your status as a non -blank check company, including more
robust disclosure regarding your business plan for the next twelve months.   Finally,
provide us supplementally w ith a copy of your business plan.  We may have additional
comments .

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present  to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in relianc e upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Cover Page

3. We note that your cover page disclosur e presents information about the offering, such as
proceeds, on a gross basis assuming all shares in the offering are sold. Since yours is a best
efforts, no minimum offering with no assurance that all or any portion of the shares offered
by you will be so ld, please revise your disclosure to more accurately reflect the range of
possible outcomes, including the possibility that you may not raise sufficient funds to cover
your offering expenses.  Note that any potential proceeds should be discussed on a net b asis.
In this regard, it appears that you should remove from the cover page the table showing
offering proceeds to the company.

4. Consistent with your disclosure on page 19, please disclose that you are a shell company
on your prospectus cover page, and ad d a risk factor that highlights the unavailability of
Securities Act Rule 144 for purposes of meeting the safe harbor requirement from the
definition of underwriter, including any effect on the liquidity of your shares and on your
ability to attract additi onal capital to implement your business plan or sustain future
operations.

Summary, page 4

5. Please revise your summary to prominently and unambiguously disclose that you
currently have no marketable product, no customers and no revenues.  Further, please
expand the summary to discuss the status of the app you intend to develop , the significant
milestones moving forward, and how you intend to transition from net losses to
generating profits .  This comment also applies to your business descriptio n beginning on
page 16.

Daniel Davis
ASN Technologies, Inc.
September 11, 2014
Page 3

 Risk Factors , page 6

General

6. Please include  a prominently placed risk factor  alerting  investors to the fact that you have
no marketable product, no customers and no revenues.  Clarify that substantial additional
deve lopment work will be required and that you may never develop an app that is
operational or marketable.

7. Please tell us what consideration you gave to including a risk factor disclosing any
financial or legal risks attributable to unlawful use of the platform by your users. Ensure
that you explain in Description of Business what policies and procedures, if any, you
have in place to monitor such activity.

“Because our sole officer and director has no prior experience …,” page 8

8. Please expand your disclosure to state that Mr. Davis has no experience developing
computer applications and to discuss the concomitant risks.

Use of Proceeds, page 11

9. Your use of proceeds table includes line items for gross and net proceeds; however, it
does not appear that you have accounte d for offering expenses in determining net
proceeds.  Please tell us whether you intend to utilize proceeds from the offering, if any,
to cover offering expenses, and if so, revise your disclosure to ensure that the net
proceeds amount is exclusive of such  expenses.

10. Your registration statement cover pag e and business section indicate  that a portion of the
offering proceeds will be utilized to develop your app, yet your use of proceeds table
does not appear to  allocate any proceeds towards product development .  In this regard,
we note that your Research and Development Expenditures discussion on page 17 does
not address product development plans.  Please advise or revise as necessary.

11. Please tell us the basis for your apparent belief that the accounting and  legal costs would
vary depending on the number of shares sold.

Description of Business , page 16

12. Please revise your business discussion to provide a more detailed description of your plan
of operation for the next twelve months. For each step necessar y to implement your
business plan, please provide an estimated timeline for completion.  Specifically discuss
in material detail your plans to develop the app, such as whether the product development
will be outsourced, and your timeline for releasing a ma rket-ready product.  Refer to Item
101(a)(2) of Regulation S -K.

Daniel Davis
ASN Technologies, Inc.
September 11, 2014
Page 4

 Marketing and Competition, page 17

13. Please expand  your disclosure to  provide a more complete description of the comp etitive
landscape .  For example, provide a description of the extent to which other location -
based apps and services  are already available.  Ensure that you briefly describe any
services tha t allow users to filter existing social networking messages by geographical
region.

Revenue Model, page 17

14. It appears that you intend initially to generate revenues solely through advertisements and
to make your app available free to users.   If so, p lease clarify this .  To the extent you
intend to charge users for the app services  in the initial phase, please include additional
disclosure explaining on what basis you would charge user fees.

Management’s Discussion and Analysis of Financial Condition  and Results of Operations

Planned Operations and Budget …, page 21

15. You state that yo u have commenced software development.  Please provide a description
of the development activities performed and describe with specificity any milestones
achieved to date.

16. Expand your disclosures to explain whether the software coding was performed by Mr.
Davis , by independent contractors , or otherwise.  If such software development was done
on a contract basis, discuss any implications related to your ownership of any such
intellectual property.

Liquidity and Capital Resources, page 21
17. Expand your disclosures to state the minimum number of months that you will be able to
conduct your planned operations using curren tly available capital resources and the
minimum amount needed to fund 12 months of operations.  Please provide appropriate
risk factor disclosure regarding any anticipated short falls with respect to your liquidity
position.

Exhibits, page 28
18. Please file the form of subscription agreement that you will require investors in the
offering to execute.  W e note the disclosure on page 14  in this respect.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules requir e.  Since the company and its management are in

Daniel Davis
ASN Technologies, Inc.
September 11, 2014
Page 5

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acce leration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibilit y for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws  of the United States.

Please refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please all ow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Ivan Griswold, Attorney Advisor, at (202) 551 -3853 , or in h is absence, me
at (202) 551 -3457 , with any question s.  If you require  additional assistance, you may contact
Barbara C. Jacobs, Assistant Director, at (202 ) 551 -3735.

 Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

cc:  Via E -Mail
  Anthony D. Guenther, Esq.