SENSEONICSHOLDINGS,INC. (NYSEAMERICAN: SENS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors orCertain Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers.

On November30, 2018, R. Don Elsey notified Senseonics Holdings,Inc. (the “Company”) that he intends to step down from his position as the Company’s Chief Financial Officer, effective as of the date that the Company appoints a new Chief Financial Officer. After he steps down as Chief Financial Officer, Mr.Elsey intends to continue his employment with the Company in an advisory role to support the transition and assist with the preparation of the Company’s annual report filings for the year ended December31, 2018 until his planned retirement on February28, 2019 or such later date as agreed with the Company.

In connection with Mr.Elsey’s planned retirement, on November30, 2018, the Company and Mr.Elsey entered into a Severance and Transition Agreement and Release (the “Agreement”), to which the Company has agreed to grant Mr.Elsey the following severance benefits following his retirement: (a)an amount equal to continued payment of his base salary for one year, (b)payment of Mr.Elsey’s bonus for 2018, (c)a prorated bonus for Mr.Elsey’s service in 2019 in the amount of $39,230 and (d)employee benefit coverage for up to one year. In addition, to the Agreement, the Company granted Mr.Elsey an extension of the exercise period for Mr.Elsey’s vested options such that he will have 180 days from his retirement to exercise his vested options, subject to approval by the Company’s board of directors.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form10-K for the year ending December31,2018.

Item 5.02 Regulation FD Disclosure.

On December3, 2018,the Company issued a press releaseannouncingMr.Elsey’s planned retirement.

A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K. The information set forth in this Item 5.02 and contained in the press release furnished as Exhibit99.1 shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits.