0000921895-18-003379.txt : 20181226
0000921895-18-003379.hdr.sgml : 20181226
20181226154005
ACCESSION NUMBER: 0000921895-18-003379
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181220
FILED AS OF DATE: 20181226
DATE AS OF CHANGE: 20181226
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: 181252609
MAIL ADDRESS:
STREET 1: ONE ROCKEFELLER PLAZA 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
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: 181252610
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: 181252611
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: 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: 181252612
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: 181252613
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
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
form410737003b_12262018.xml
OWNERSHIP DOCUMENT
X0306
4
2018-12-20
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
0001018093
LEVIN JOHN A
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10020
0
0
1
1
Passive Investor
Common Stock
2018-12-20
4
P
0
576
7.4183
A
10413365
I
By: Managed Accounts of Levin Capital Strategies, L.P.
Common Stock
2018-12-24
4
J
0
60359
A
10473724
I
By: Managed Accounts of Levin Capital Strategies, L.P.
Common Stock
2018-12-24
4
P
0
85
7.7865
A
10473809
I
By: Managed Accounts of Levin Capital Strategies, L.P.
Common Stock
95606
I
By: Bi-Directional Disequilibrium Fund, L.P.
Common Stock
1870000
I
By: Transamerica Large Cap Value Fund
Common Stock
49179
I
By: 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"), 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 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 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.
The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $7.41 to $7.42. TheReporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, uponrequest, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7.
On December 24, 2018, LCS began serving as the investment manager to a new Managed Account which holds 60,359 shares. LCS, as the investmentmanager to the new Managed Account, may be deemed to beneficially own such shares. LCS does not have a reportable pecuniary interest under Section16a-1(a)(2) of the Exchange Act in the shares held in the new Managed Account, as LCS receives an asset-based management fee for serving as investmentmanager to the new Managed Account.
Levin Capital Strategies, L.P.; By: /s/ John A. Levin, Chief Executive Officer
2018-12-26
Levin Capital Strategies GP, LLC; By: John A. Levin 2005 GRAT Separation Trust; By: /s/ Elisabeth Levin, Trustee
2018-12-26
Bi-Directional Disequilibrium Fund, L.P.; By: LCS; By: /s/ John A. Levin, Managing Member
2018-12-26
LCS, LLC; By: /s/ John A. Levin, Managing Member
2018-12-26
/s/ John A. Levin
2018-12-26