0000947871-15-000648.txt : 20150911 0000947871-15-000648.hdr.sgml : 20150911 20150911085243 ACCESSION NUMBER: 0000947871-15-000648 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150911 DATE AS OF CHANGE: 20150911 GROUP MEMBERS: MDC CAPITAL (CAYMAN) LTD GROUP MEMBERS: MDC CAPITAL LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLUIDIGM CORP CENTRAL INDEX KEY: 0001162194 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 770513190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86635 FILM NUMBER: 151102362 BUSINESS ADDRESS: STREET 1: 7000 SHORELINE COURT STREET 2: SUITE 100 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6502666000 MAIL ADDRESS: STREET 1: 7000 SHORELINE COURT STREET 2: SUITE 100 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MUBADALA DEVELOPMENT CO PJSC CENTRAL INDEX KEY: 0001419351 IRS NUMBER: 000000000 STATE OF INCORPORATION: C0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P. O. BOX 45005 CITY: ABU DHABI STATE: C0 ZIP: UAE BUSINESS PHONE: 971.2.616.0099 MAIL ADDRESS: STREET 1: P. O. BOX 45005 CITY: ABU DHABI STATE: C0 ZIP: UAE SC 13G 1 ss450264_sc13g.htm SCHEDULE 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
 
Fluidigm Corporation
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
34385P108
(CUSIP Number)
 
 
September 1, 2015
(Date of Event Which Requires Filing of this Statement)
  
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
£ Rule 13d-1(b)
x Rule 13d-1(c)
£ Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
                             
CUSIP No.  34385P108
 Schedule 13G
Page 2 of 9
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mubadala Development Company PJSC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Emirate of Abu Dhabi, United Arab Emirates
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
Not applicable
6
SHARED VOTING POWER
 
1,469,122
7
SOLE DISPOSITIVE POWER
 
Not applicable
8
SHARED DISPOSITIVE POWER
 
1,469,122
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,469,122
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%(1)
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
(1)           The percentages used herein are calculated based upon 28,713,113 shares outstanding as of July 31, 2015 as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 and filed with the SEC on August 10, 2015.
 
 
 
 
 
CUSIP No.  34385P108
 Schedule 13G
Page 3 of 9
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
MDC Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Emirate of Abu Dhabi, United Arab Emirates
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
Not applicable
6
SHARED VOTING POWER
 
1,469,122
7
SOLE DISPOSITIVE POWER
 
Not applicable
8
SHARED DISPOSITIVE POWER
 
1,469,122
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,469,122
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%(1)
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
 
 
CUSIP No. 34385P108
Schedule 13G
Page 4 of 9
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
MDC Capital (Cayman) Limited, as trustee for Fifty First Investment Company LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
Not applicable
6
SHARED VOTING POWER
 
1,469,122
7
SOLE DISPOSITIVE POWER
 
Not applicable
8
SHARED DISPOSITIVE POWER
 
1,469,122
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,469,122
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%(1)
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
 
CUSIP No. 34385P108
  
Page 5 of 9

Item 1.
 
(a)
Name of Issuer:
 
Fluidigm Corporation
 
(b)
Address of Issuer’s Principal Executive Offices:
 
7000 Shoreline Court, Suite 100
 
South San Francisco, CA  94080
 
Item 2.
 
(a)
Name of Person Filing:
 
 
(i)
Mubadala Development Company PJSC
 
 
(ii)
MDC Capital LLC
 
 
(ii)
MDC Capital (Cayman) Limited, as trustee for Fifty First Investment Company LLC
 
(b)
Address of Principal Business Office or, if none, Residence:
 
 
(i)
P.O. Box 45005, Abu Dhabi, United Arab Emirates
 
 
(ii)
P.O. Box 45005, Abu Dhabi, United Arab Emirates
 
 
(ii)
Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands
 
(c)
Citizenship:
 
 
(i)
The Emirate of Abu Dhabi, United Arab Emirates
 
 
(ii)
The Emirate of Abu Dhabi, United Arab Emirates
 
 
(iii)
Cayman Islands
 
 
 
 
 
 
 
         
CUSIP No. 34385P108
  
Page 6 of 9
 
(d)
Title of Class of Securities:
 
Common Stock
 
(e)
CUSIP Number:
 
34385P108
 
Item 3.
 
Not applicable.
 
Item 4.  Ownership.
 
(a)
Amount Beneficially Owned:
 
1,469,122 shares are held of record by MDC Capital (Cayman) Limited (“MDC Capital (Cayman)”), as trustee for Fifty First Investment Company LLC. MDC Capital (Cayman) is a direct wholly-owned subsidiary of MDC Capital LLC.  MDC Capital LLC, MDC Capital (Cayman) and Fifty First Investment Company LLC are controlled subsidiaries of Mubadala Development Company PJSC.
 
 (b)
Percent of Class:
 
The responses of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated herein by reference.
 
(c)
Number of shares as to which the person has:
 
The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference.
 
Item 5.  Ownership of Five Percent or Less of a Class.
 
Not applicable.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable.
 
 

 
 
 
 
                   
CUSIP No. 34385P108
  
Page 7 of 9
 
Item 8.  Identification and Classification of Member of the Group.
 
Not applicable.
 
Item 9.  Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.  Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
Material to be Filed as Exhibits.
 
Exhibit A: Joint Filing Agreement.
 
Exhibit B: Power of Attorney (incorporated herein by reference from Exhibit 99.1 to the Schedule 13G filed by Mubadala Development Company PJSC, West Coast Hitech L.P. and West Coast Hitech G.P., Ltd. on November 26, 2007).

 
 
 
 

 
 
 
 
               
CUSIP No. 34385P108
  
Page 8 of 9
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  September 11, 2015
 
 
MUBADALA DEVELOPMENT COMPANY PJSC
By:  Samer Halawa
Attorney-in-fact
  
     
 
/s/ Samer Halawa
  
 
Signature
  
     
 
Samer Halawa / Attorney-in-fact
  
 
 
  
     
 
 
MDC CAPITAL LLC
By:  Rodney Cannon
Director
  
     
 
/s/ Rodney Cannon
  
 
Signature
  
 
Rodney Cannon / Director
  
 
Name/Title
  

 
By:  Hani Barhoush
Director
  
     
 
/s/ Hani Barhoush
  
 
Signature
  
 
Hani Barhoush / Director
  
 
Name/Title
  
 

 
MDC CAPITAL (CAYMAN) LIMITED, AS TRUSTEE FOR FIFTY FIRST INVESTMENT COMPANY LLC
By:  Rodney Cannon
Director
  
     
 
/s/ Rodney Cannon
  
 
Signature
  
 
Rodney Cannon / Director
  
 
Name/Title
  

 
By:  Hani Barhoush
Director
  
     
 
/s/ Hani Barhoush
  
 
Signature
  
 
Hani Barhoush / Director
  
 
Name/Title
  
 
EX-99.A 2 ss450264_ex99a.htm JOINT FILING AGREEMENT
 
CUSIP No. 34385P108
  
Page 9 of 9

 
Exhibit A
 
JOINT FILING AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13G filed herewith shall be filed on behalf of each of the undersigned and further agrees that this joint filing agreement be included as an exhibit to this Schedule 13G.  In evidence thereof, the undersigned hereby execute this Agreement as of September 11, 2015.
 
 
 
MUBADALA DEVELOPMENT COMPANY PJSC
By:  Samer Halawa
Attorney-in-fact
  
     
 
/s/ Samer Halawa
  
 
Signature
  
     
 
Samer Halawa / Attorney-in-fact
  
 
 
 
     
 
MDC CAPITAL LLC
By:  Rodney Cannon
Director
  
     
 
/s/ Rodney Cannon
  
 
Signature
  
 
Rodney Cannon / Director
  
 
Name/Title
  

 
By:  Hani Barhoush
Director
  
     
 
/s/ Hani Barhoush
  
 
Signature
  
 
Hani Barhoush / Director
  
 
Name/Title
  

 
MDC CAPITAL (CAYMAN) LIMITED, AS TRUSTEE FOR FIFTY FIRST INVESTMENT COMPANY LLC
By:  Rodney Cannon
Director
  
     
 
/s/ Rodney Cannon
  
 
Signature
  
 
Rodney Cannon / Director
  
 
Name/Title
  

 
By:  Hani Barhoush
Director
  
     
 
/s/ Hani Barhoush
  
 
Signature
  
 
Hani Barhoush / Director
  
 
Name/Title