0000921895-18-003083.txt : 20181116 0000921895-18-003083.hdr.sgml : 20181116 20181116150131 ACCESSION NUMBER: 0000921895-18-003083 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181114 FILED AS OF DATE: 20181116 DATE AS OF CHANGE: 20181116 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: 181189606 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 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: 181189607 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: Bi-Directional Disequilibrium Fund, L.P. 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: 181189608 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 FORMER NAME: FORMER CONFORMED NAME: Bi-Directional Disequilibrium Master Fund, Ltd. DATE OF NAME CHANGE: 20180305 FORMER NAME: FORMER CONFORMED NAME: Levin Capital Trilogy Master Fund, Ltd. DATE OF NAME CHANGE: 20161024 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: 181189609 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 181189610 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: 181189611 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 181189612 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: 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: 181189613 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 JOHN A CENTRAL INDEX KEY: 0001018093 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 181189614 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 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_11162018.xml OWNERSHIP DOCUMENT X0306 4 2018-11-14 0 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 Bi-Directional Disequilibrium Fund, L.P. 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 2018-11-14 4 P 0 47768 7.5510 A 9809695 I By: Managed Accounts of Levin Capital Strategies, L.P. Common Stock 95606 I By: Bi-Directional Disequilibrium Fund, L.P. Common Stock 1305269 I By: Transamerica Large Cap Value Fund Common Stock 56820 I By: Levcap Alternative Fund, L.P. Common Stock 19818 I By: Safinia Partners, L.P. Common Stock 5000 I By: Spouse of John A. Levin This Form 4 is filed jointly by Levin Capital Strategies, L.P. ("LCS"), Levin Capital Strategies GP, LLC ("LCS GP"), Bi-Directional Disequilibrium Fund, L.P. ("BDD")(formerly known as Levin Capital Trilogy Master Fund, Ltd.), 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, BDD, 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, BDD, LCSL, Levcap, LCSEP, Safinia, LCSLS and Mr. Levin have a reportable pecuniary interest in the shares held by Transamerica. Shares owned directly by BDD. LCSL, as the general partner of the domestic feeder fund which owns a controlling interest in BDD, may be deemed to share voting and dispositive power over the shares owned directly by BDD. LCS, as the investment advisor of BDD, may be deemed to share voting and dispositive power over the shares owned directly by BDD. Mr. Levin, as the Chief Executive Officer of LCS, may be deemed to share voting and dispositive power over the shares owned directly by BDD. 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. Shares owned directly by the spouse of Mr. Levin. Mr. Levin has investment discretion over such shares. The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $7.5175 to $7.57. 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 2018-11-16 Levin Capital Strategies GP, LLC; By: John A. Levin 2005 GRAT Separation Trust; By: /s/ Elisabeth Levin, Trustee 2018-11-16 Bi-Directional Disequilibrium Fund, L.P.; By: LCS; By: /s/ John A. Levin, Managing Member 2018-11-16 LCS, LLC; By: /s/ John A. Levin, Managing Member 2018-11-16 Levcap Alternative Fund, L.P.; By: LCS Event Partners, LLC; By: /s/ John A. Levin, Managing Member 2018-11-16 LCS Event Partners, LLC; By: /s/ John A. Levin, Managing Member 2018-11-16 Safinia Partners, L.P.; By: LCS L/S, LLC; By: /s/ John A. Levin, Managing Member 2018-11-16 LCS L/S, LLC; By: /s/ John A. Levin, Managing Member 2018-11-16 /s/ John A. Levin 2018-11-16