Item 1.
(a)Name of Issuer:
Fluidigm Corporation (the “Issuer”).
(b)Address of Issuer’s Principal Executive Offices:
7000 Shoreline Court, Suite 100, South San Francisco, California 94080.
Item 2.
(a)Name of Person Filing:
This schedule is being jointly filed by Levin Easterly Partners LLC (“Levin Easterly”), LE Partners Holdings LLC (“LEPH”), LE Partners Holdings II LLC (“LEPH II”), LE Partners Holdings III LLC (“LEPH III”), Easterly Asset Management LP (“EAM”), Easterly Asset Management GP LLC (“EAM GP”), John “Jack” Murphy, the Chief Investment Officer of Levin Easterly (“Mr. Murphy”), and Darrell Crate, the Chairman and a controlling person of Levin Easterly (“Mr. Crate”) (all of the foregoing reporting persons and entities are sometimes collectively referred to hereinafter as “Filer”).
(b)Address of Principal Business Office:
The address of the principal executive office of each of Levin Easterly, LEPH, LEPH II, LEPH III, EAM, EAM GP and Messrs. Crate and Murphy is 138 Conant Street, Beverly, Massachusetts 01915.
(c)Citizenship:
The citizenship or place of organization of each reporting person and entity is as follows: Levin Easterly, LEPH, LEPH II LEPH III and EAM GP are limited liability companies organized under the laws of the State of Delaware. EAM is a limited partnership organized under the laws of the State of Delaware. Messrs. Murphy and Crate are citizens of the United States of America.
(d)Title of Class of Securities:
Common Stock, par value $0.001 per share.
(e)CUSIP Number:
34385P108
Item 3.If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)¨Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)¨Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)¨Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)¨Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)xAn investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)¨An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
10
(g)¨A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)¨A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)¨A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)¨Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Levin Easterly
(a)Amount beneficially owned: 0
(b)Percentage of Class: 0%
(c)Number of shares as to which the person has:
(i)Sole power to vote or direct vote: 0
(ii)Shared power to vote or direct vote: 0
(iii)Sole power to dispose or direct the disposition of: 0
(iv)Shared power to dispose or direct the disposition of: 0
LEPH
(a)Amount beneficially owned: 0
(b)Percentage of Class: 0%
(c)Number of shares as to which the person has:
(i)Sole power to vote or direct vote: 0
(ii)Shared power to vote or direct vote: 0
(iii)Sole power to dispose or direct the disposition of: 0
(iv)Shared power to dispose or direct the disposition of: 0
LEPH II
(a)Amount beneficially owned: 0
(b)Percentage of Class: 0%
(c)Number of shares as to which the person has:
(i)Sole power to vote or direct vote: 0
(ii)Shared power to vote or direct vote: 0
(iii)Sole power to dispose or direct the disposition of: 0
(iv)Shared power to dispose or direct the disposition of: 0
LEPH III
(a)Amount beneficially owned: 0
(b)Percentage of Class: 0%
(c)Number of shares as to which the person has:
(i)Sole power to vote or direct vote: 0
(ii)Shared power to vote or direct vote: 0
(iii)Sole power to dispose or direct the disposition of: 0
(iv)Shared power to dispose or direct the disposition of: 0
EAM
(a)Amount beneficially owned: 0
(b)Percentage of Class: 0%
(c)Number of shares as to which the person has:
(i)Sole power to vote or direct vote: 0
(ii)Shared power to vote or direct vote: 0
(iii)Sole power to dispose or direct the disposition of: 0
(iv)Shared power to dispose or direct the disposition of: 0
11
EAM GP
(a)Amount beneficially owned: 0
(b)Percentage of Class: 0%
(c)Number of shares as to which the person has:
(i)Sole power to vote or direct vote: 0
(ii)Shared power to vote or direct vote: 0
(iii)Sole power to dispose or direct the disposition of: 0
(iv)Shared power to dispose or direct the disposition of: 0
Darrell Crate
(a)Amount beneficially owned: 0
(b)Percentage of Class: 0%
(c)Number of shares as to which the person has:
(i)Sole power to vote or direct vote: 0
(ii)Shared power to vote or direct vote: 0
(iii)Sole power to dispose or direct the disposition of: 0
(iv)Shared power to dispose or direct the disposition of: 0
John “Jack” Murphy
(a)Amount beneficially owned: 0
(b)Percentage of Class: 0%
(c)Number of shares as to which the person has:
(i)Sole power to vote or direct vote: 0
(ii)Shared power to vote or direct vote: 0
(iii)Sole power to dispose or direct the disposition of: 0
(iv)Shared power to dispose or direct the disposition of: 0
Each of Messrs. Murphy and Crate disclaims beneficial ownership of the securities reported herein.
Item 5.Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
Item 6.Ownership of More Than Five Percent on Behalf of Another Person.
Various separately managed accounts and investment companies for whom Levin Easterly acts as investment manager have the right to receive dividends from, and the proceeds from the sale of, 0 shares.
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8.Identification and Classification of Members of the Group.
Not applicable.
Item 9.Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
12
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.
13