SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VERSANT VENTURE CAPITAL I LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR

SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLUIDIGM CORP [ FLDM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		81,396	A	⁽²⁾	1,042,686	I	See Footnotes⁽⁴⁾⁽⁸⁾
Common Stock	02/15/2011	02/15/2011	C⁽¹⁾⁽³⁾		164	A	$0.02	1,042,850	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	02/15/2011	02/15/2011	C⁽¹⁾⁽⁶⁾		346	A	$0.02	1,043,196	I	See Footnotes⁽⁴⁾⁽⁶⁾
Common Stock	02/15/2011	02/15/2011	C⁽¹⁾⁽⁷⁾		148	A	$0.02	1,043,344	I	See Footnotes⁽⁴⁾⁽⁷⁾
Common Stock	02/15/2011	02/15/2011	C⁽¹⁾⁽⁸⁾		7,596	A	$0.02	1,050,940	I	See Footnotes⁽⁴⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			81,396	⁽⁹⁾	⁽⁹⁾	Common Stock	81,396	$0	8,254	I	See Footnotes⁽⁴⁾⁽⁸⁾
Series E-1 Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			164	⁽⁹⁾	⁽⁹⁾	Common Stock	164	$0	8,090	I	See Footnotes⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			346	⁽⁹⁾	⁽⁹⁾	Common Stock	346	$0	7,744	I	See Footnotes⁽⁴⁾⁽⁶⁾
Series E Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			148	⁽⁹⁾	⁽⁹⁾	Common Stock	544	$0	7,596	I	See Footnotes⁽⁴⁾⁽⁷⁾
Series E Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			7,596	⁽⁹⁾	⁽⁹⁾	Common Stock	7,596	$0	0	I	See Footnotes⁽⁴⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

VERSANT VENTURE CAPITAL I LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR

SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VERSANT AFFILIATES FUND I-A LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR,

SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VERSANT AFFILIATES FUND I-B LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR,

SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VERSANT SIDE FUND I LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR,

SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares of Common Stock issued upon conversion of shares of Series E Preferred Stock on a 1-for 1.300053676865 basis.

2. Not applicable.

3. Versant Affiliates Fund I-A, L.P., is the record holder of the securities reported.

4. Voting and investment power over the shares directly held by Versant Venture Capital I, L.P., Versant Affiliates Fund I-A, L.P., Versant Affiliates Fund I-B, L.P., and Versant Side Fund I, L.P. is held by Versant Ventures I, LLC, their sole General Partner. Samuel D. Colella, the reporting person is a Managing Member of Versant Ventures I, LLC but he disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The individual Managing Members of Versant Ventures I, LLC are Brain G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Barbara N. Lubash, Donald B, Milder, and Rebecca B. Robertson, all of whom share voting and dispositive control. Each respective individual General Partner disclaims beneficial ownership of these shares, except to the extent of their pecuniary interest therein.

5. Represents shares of Common Stock issued upon the conversion of shares of Series B Preferred, Stock Series C Preferred Stock, Series D Preferred Stock or Series E-1 Preferred Stock on a 1-for-1 basis.

6. Versant Affiliates Fund I-B, L.P. is the record holder of the securities reported.

7. Versant Side Fund I, L.P., is the record holder of the securities reported.

8. Versant Venture Capital I, L.P., is the record holder of the securities reported.

9. Each share of Series E Preferred Stock automatically converted into 1.300053676865 share of Common Stock on February 15, 2011, the closing date of the Issuer's initial public offering (the "Closing"), and has no expiration date.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney Form 2 of 2

	/s/ William Smith, attorney-in-fact	02/16/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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