0000921895-17-000367.txt : 20170214
0000921895-17-000367.hdr.sgml : 20170214
20170214150912
ACCESSION NUMBER: 0000921895-17-000367
CONFORMED SUBMISSION TYPE: 5
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161231
FILED AS OF DATE: 20170214
DATE AS OF CHANGE: 20170214
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEVIN JOHN A
CENTRAL INDEX KEY: 0001018093
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 17607658
MAIL ADDRESS:
STREET 1: ONE ROCKEFELLER PLAZA 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LCS L/S, LLC
CENTRAL INDEX KEY: 0001688301
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 17607659
BUSINESS ADDRESS:
STREET 1: 595 MADISON AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 259-0800
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LCS Event Partners, LLC
CENTRAL INDEX KEY: 0001688302
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 17607661
BUSINESS ADDRESS:
STREET 1: 595 MADISON AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 259-0800
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Levcap Alternative Fund, L.P.
CENTRAL INDEX KEY: 0001474048
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 17607662
BUSINESS ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-259-0800
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LCS, LLC
CENTRAL INDEX KEY: 0001688304
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 17607663
BUSINESS ADDRESS:
STREET 1: 595 MADISON AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 259-0800
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Levin Capital Trilogy Master Fund, Ltd.
CENTRAL INDEX KEY: 0001688307
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 17607655
BUSINESS ADDRESS:
STREET 1: 595 MADISON AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 259-0800
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Safinia Partners, L.P.
CENTRAL INDEX KEY: 0001539456
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 17607660
BUSINESS ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-259-0800
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: LCS L/S Fund, LP
DATE OF NAME CHANGE: 20120112
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Levin Capital Strategies GP, LLC
CENTRAL INDEX KEY: 0001688305
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 17607656
BUSINESS ADDRESS:
STREET 1: 595 MADISON AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 259-0800
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEVIN CAPITAL STRATEGIES, L.P.
CENTRAL INDEX KEY: 0001354821
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 17607657
BUSINESS ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-259-0800
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
5
1
form510737003_02142017.xml
OWNERSHIP DOCUMENT
X0306
5
2016-12-31
0
0
1
0001162194
FLUIDIGM CORP
FLDM
0001354821
LEVIN CAPITAL STRATEGIES, L.P.
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
0001688305
Levin Capital Strategies GP, LLC
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
0001688307
Levin Capital Trilogy Master Fund, Ltd.
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
0001688304
LCS, LLC
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
0001474048
Levcap Alternative Fund, L.P.
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
0001688302
LCS Event Partners, LLC
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
0001539456
Safinia Partners, L.P.
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
0001688301
LCS L/S, LLC
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
0001018093
LEVIN JOHN A
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
Common Stock
2016-11-16
4
P
0
L
825
5.9984
A
6344568
I
By: Managed Accounts of Levin Capital Strategies, L.P.
Common Stock
2016-12-21
5
J
0
3188
D
6341380
I
By: Managed Accounts of Levin Capital Strategies, L.P.
Common Stock
1098376
I
By: Transamerica Large Cap Value Fund
Common Stock
51068
I
By: Levin Capital Trilogy Master Fund, Ltd.
Common Stock
22453
I
By: Levcap Alternative Fund, L.P.
Common Stock
9252
I
By: Safinia Partners, L.P.
This Form 5 is filed jointly by Levin Capital Strategies, L.P. ("LCS"), Levin Capital Strategies GP, LLC ("LCS GP"), Levin Capital Trilogy Master Fund, Ltd. ("Trilogy"), LCS, LLC ("LCSL"), Levcap Alternative Fund, L.P. ("Levcap"), LCS Event Partners, LLC ("LCSEP"), Safinia Partners, L.P. ("Safinia"), LCS L/S, LLC ("LCSLS"), and John A. Levin (collectively, the "Reporting Persons"). The Reporting Persons are passive investors in the Issuer and are voluntarily filing this Form 5 as a result of acquiring over 20% of the Issuer's outstanding shares of Common Stock. The Reporting Persons have not acquired the shares with a purpose or effect of changing or influencing control of the Issuer.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be construed as an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any of the securities reported herein under Section 16 or otherwise. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
Shares held in certain separately managed accounts (the "Managed Accounts"). LCS, as the investment manager to the Managed Accounts, may be deemed to beneficially own such shares. LCS does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the Managed Accounts, as LCS receives an asset-based management fee for serving as investment manager to the Managed Accounts, except that with respect to 50,711 shares held in the Managed Accounts, LCS receives a performance-based incentive fee. The performance-based incentive fee LCS receives also does not constitute a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act, as such fee is based on the performance of the overall account, over a period of one year or more, and the shares of the Issuer held in such accounts constitute no more than 10% of the market value thereof.
For the reasons set forth in footnote 3, none of LCS GP, Trilogy, LCSL, Levcap, LCSEP, Safinia, LCSLS and Mr. Levin have a reportable pecuniary interest in the shares held in the Managed Accounts.
On December 21, 2016, one of the Managed Accounts that held 3,188 shares closed. Accordingly, as of December 21, 2016, LCS ceased to serve as the investment manager for such Managed Account and as such, relinquished all voting and dispositive power over the shares held in the Managed Account.
Shares held by the Transamerica Large Cap Value Fund ("Transamerica"). LCS, as the sub-investment advisor to Transamerica, may be deemed to share voting and dispositive power over the shares held by Transamerica. LCS receives an asset-based management fee for serving as sub-investment advisor to Transamerica. Accordingly, LCS does not have a reportable pecuniary interest in the shares held by Transamerica. In addition, none of LCS GP, Trilogy, LCSL, Levcap, LCSEP, Safinia, LCSLS and Mr. Levin have a reportable pecuniary interest in the shares held by Transamerica.
Shares owned directly by Trilogy. LCSL, as the general partner of the domestic feeder fund which owns a controlling interest in Trilogy, may be deemed to share voting and dispositive power over the shares owned directly by Trilogy. LCS, as the investment advisor of Trilogy, may be deemed to share voting and dispositive power over the shares owned directly by Trilogy. Mr. Levin, as the Chief Executive Officer of LCS, may be deemed to share voting and dispositive power over the shares owned directly by Trilogy.
Shares owned directly by Levcap. LCSEP, as the general partner of Levcap, may be deemed to share voting and dispositive power over the shares owned directly by Levcap. LCS, as the investment advisor of Levcap, may be deemed to share voting and dispositive power over the shares owned directly by Levcap. Mr. Levin, as the Chief Executive Officer of LCS, may be deemed to share voting and dispositive power over the shares owned directly by Levcap.
Shares owned directly by Safinia. LCSLS, as the general partner of Safinia, may be deemed to share voting and dispositive power over the shares owned directly by Safinia. LCS, as the investment advisor of Safinia, may be deemed to share voting and dispositive power over the shares owned directly by Safinia. Mr. Levin, as the Chief Executive Officer of LCS, may be deemed to share voting and dispositive power over the shares owned directly by Safinia.
Levin Capital Strategies, L.P.; By: /s/ John A. Levin, Chief Executive Officer
2017-02-14
Levin Capital Strategies GP, LLC; By: John A. Levin 2005 GRAT Separation Trust; By: /s/ Elisabeth Levin, Trustee
2017-02-14
Levin Capital Trilogy Master Fund, Ltd.; By: LCS, LLC; By: /s/ John A. Levin, Managing Member
2017-02-14
LCS, LLC; By: /s/ John A. Levin, Managing Member
2017-02-14
Levcap Alternative Fund, L.P.; By: LCS Event Partners, LLC; By: /s/ John A. Levin, Managing Member
2017-02-14
LCS Event Partners, LLC; By: /s/ John A. Levin, Managing Member
2017-02-14
Safinia Partners, L.P.; By: LCS L/S, LLC; By: /s/ John A. Levin, Managing Member
2017-02-14
LCS L/S, LLC; By: /s/ John A. Levin, Managing Member
2017-02-14
/s/ John A. Levin
2017-02-14