0000921895-18-000269.txt : 20180124
0000921895-18-000269.hdr.sgml : 20180124
20180124170013
ACCESSION NUMBER: 0000921895-18-000269
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180122
FILED AS OF DATE: 20180124
DATE AS OF CHANGE: 20180124
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEVIN JOHN A
CENTRAL INDEX KEY: 0001018093
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 18545887
MAIL ADDRESS:
STREET 1: ONE ROCKEFELLER PLAZA 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Safinia Partners, L.P.
CENTRAL INDEX KEY: 0001539456
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 18545889
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: Levcap Alternative Fund, L.P.
CENTRAL INDEX KEY: 0001474048
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 18545891
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 Event Partners, LLC
CENTRAL INDEX KEY: 0001688302
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 18545890
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 L/S, LLC
CENTRAL INDEX KEY: 0001688301
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 18545888
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, LLC
CENTRAL INDEX KEY: 0001688304
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 18545892
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 GP, LLC
CENTRAL INDEX KEY: 0001688305
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 18545894
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 18545895
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: Levin Capital Trilogy Master Fund, Ltd.
CENTRAL INDEX KEY: 0001688307
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 18545893
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
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
4
1
form410737003_01242018.xml
OWNERSHIP DOCUMENT
X0306
4
2018-01-22
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
10020
0
0
1
1
Passive Investor
Common Stock
2018-01-22
4
P
0
3876
6.4759
A
10442887
I
By: Managed Accounts of Levin Capital Strategies, L.P.
Common Stock
2018-01-23
4
P
0
2995
6.6861
A
10445882
I
By: Managed Accounts of Levin Capital Strategies, L.P.
Common Stock
1275129
I
By: Transamerica Large Cap Value Fund
Common Stock
82884
I
By: Levin Capital Trilogy Master Fund, Ltd.
Common Stock
56820
I
By: Levcap Alternative Fund, L.P.
Common Stock
19818
I
By: Safinia Partners, L.P.
This Form 4 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 4 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 127,460 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.
Shares held by the separate managed account 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.
The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $6.665 to $6.70. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 9.
The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $6.65 to $6.7099. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 10.
Levin Capital Strategies, L.P.; By: /s/ John A. Levin, Chief Executive Officer
2018-01-24
Levin Capital Strategies GP, LLC; By: John A. Levin 2005 GRAT Separation Trust; By: /s/ Elisabeth Levin, Trustee
2018-01-24
Levin Capital Trilogy Master Fund, Ltd.; By: LCS, LLC; By: /s/ John A. Levin, Managing Member
2018-01-24
LCS, LLC; By: /s/ John A. Levin, Managing Member
2018-01-24
Levcap Alternative Fund, L.P.; By: LCS Event Partners, LLC; By: /s/ John A. Levin, Managing Member
2018-01-24
LCS Event Partners, LLC; By: /s/ John A. Levin, Managing Member
2018-01-24
Safinia Partners, L.P.; By: LCS L/S, LLC; By: /s/ John A. Levin, Managing Member
2018-01-24
LCS L/S, LLC; By: /s/ John A. Levin, Managing Member
2018-01-24
/s/ John A. Levin
2018-01-24