0001766150-19-000006.txt : 20190410 0001766150-19-000006.hdr.sgml : 20190410 20190410145611 ACCESSION NUMBER: 0001766150-19-000006 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190410 DATE AS OF CHANGE: 20190410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Levin Easterly Partners LLC CENTRAL INDEX KEY: 0001766150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 19741541 BUSINESS ADDRESS: STREET 1: 595 MADISON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122590800 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: LE Partners Holdings LLC CENTRAL INDEX KEY: 0001773034 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 19741542 BUSINESS ADDRESS: STREET 1: 138 CONANT STREET CITY: BEVERLY STATE: MA ZIP: 01915 BUSINESS PHONE: 6467128332 MAIL ADDRESS: STREET 1: 138 CONANT STREET CITY: BEVERLY STATE: MA ZIP: 01915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LE Partners Holdings II LLC CENTRAL INDEX KEY: 0001773035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 19741543 BUSINESS ADDRESS: STREET 1: 138 CONANT STREET CITY: BEVERLY STATE: MA ZIP: 01915 BUSINESS PHONE: 6467128332 MAIL ADDRESS: STREET 1: 138 CONANT STREET CITY: BEVERLY STATE: MA ZIP: 01915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LE Partners Holdings III LLC CENTRAL INDEX KEY: 0001773036 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 19741544 BUSINESS ADDRESS: STREET 1: 138 CONANT STREET CITY: BEVERLY STATE: MA ZIP: 01915 BUSINESS PHONE: 6467128332 MAIL ADDRESS: STREET 1: 138 CONANT STREET CITY: BEVERLY STATE: MA ZIP: 01915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LE Partners Holdings IV LLC CENTRAL INDEX KEY: 0001773037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 19741545 BUSINESS ADDRESS: STREET 1: 138 CONANT STREET CITY: BEVERLY STATE: MA ZIP: 01915 BUSINESS PHONE: 6467128332 MAIL ADDRESS: STREET 1: 138 CONANT STREET CITY: BEVERLY STATE: MA ZIP: 01915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Murphy John W CENTRAL INDEX KEY: 0001773400 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 19741546 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: Kalichstein Avshalom CENTRAL INDEX KEY: 0001344074 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 19741547 MAIL ADDRESS: STREET 1: 138 CONANT STREET STREET 2: SUITE 500 CITY: BEVERLY STATE: MA ZIP: 01915 FORMER NAME: FORMER CONFORMED NAME: Kalichstein Avshalom Y DATE OF NAME CHANGE: 20051110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRATE DARRELL W CENTRAL INDEX KEY: 0001201028 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34180 FILM NUMBER: 19741548 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 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2019-03-31 0 0001162194 FLUIDIGM CORP FLDM 0001766150 Levin Easterly Partners LLC 595 MADISON AVENUE 17TH FLOOR NEW YORK NY 10022 0 0 1 1 Passive Investor 0001773034 LE Partners Holdings LLC 138 CONANT STREET BEVERLY MA 01915 0 0 1 1 Passive Investor 0001773035 LE Partners Holdings II LLC 138 CONANT STREET BEVERLY MA 01915 0 0 1 1 Passive Investor 0001773036 LE Partners Holdings III LLC 138 CONANT STREET BEVERLY MA 01915 0 0 1 1 Passive Investor 0001773037 LE Partners Holdings IV LLC 138 CONANT STREET BEVERLY MA 01915 0 0 1 1 Passive Investor 0001773400 Murphy John W 595 MADISON AVENUE 17TH FLOOR NEW YORK NY 10022 0 0 1 1 Passive Investor 0001344074 Kalichstein Avshalom 138 CONANT STREET SUITE 500 BEVERLY MA 01915 0 0 1 1 Passive Investor 0001201028 CRATE DARRELL W 138 CONANT STREET BEVERLY MA 01915 0 0 1 1 Passive Investor Common Stock 12226430 I By: Managed Accounts of Levin Easterly Partners LLC Common Stock 4996 I By: A Managed Account of Levin Capital Strategies, LP This Form 3 is being jointly filed by Levin Easterly Partners LLC ("Levin Easterly"), LE Partners Holdings LLC ("LEPH"), LE Partners Holdings II LLC ("LEPH II"), LE Partners Holdings III LLC ("LEPH III"), LE Partners Holdings IV LLC ("LEPH IV"), Darrell Crate ("Mr. Crate"), Avshalom Kalichstein ("Mr. Kalichstein"), John Murphy ("Mr. Murphy"), and Levin Capital Strategies, LP ("LCS") (collectively, the "Reporting Persons"). The Reporting Persons are passive investors in the Issuer and are voluntarily filing this Form 3 as a result of acquiring over 10% 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 "LEP Managed Accounts"). Levin Easterly, as the investment manager to the LEP Managed Accounts, may be deemed to beneficially own such shares. Levin Easterly does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the LEP Managed Accounts as Levin Easterly receives an asset-based management fee for serving as investment manager to the LEP Managed Accounts, except that with respect to 116,344 shares held in the LEP Managed Accounts, Levin Easterly receives a performance-based incentive fee. The performance-based incentive fee Levin Easterly 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 nor more than 10% of the market value thereof. For the reasons set forth above in footnote 3, none of LEPH, LEPH II, LEPH III, LEPH IV, Mr. Crate, Mr. Kalichstein and Mr. Murphy have a reportable pecuniary interest in the shares held in the LEP Managed Accounts. Shares held in a certain separately managed account (the "LCS Managed Account"). LCS, as the investment manager to the LCS Managed Account, 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 LCS Managed Account as LCS receives an asset-based management fee for serving as investment manager to the LCS Managed Account. For the reasons set forth above in footnote 5, Mr. Murphy does not have a reportable pecuniary interest in the shares held in the LCS Managed Account. Levin Easterly Partners LLC; By: /s/ Darrell Crate 2019-04-10 LE Partners Holdings LLC; By: /s/ Darrell Crate 2019-04-10 LE Partners Holdings II LLC; By: /s/ Darrell Crate 2019-04-10 LE Partners Holdings III LLC; By: /s/ Darrell Crate 2019-04-10 LE Partners Holdings IV LLC; By: /s/ Darrell Crate 2019-04-10 /s/ John Murphy 2019-04-10 /s/ Darrell Crate 2019-04-10 /s/ Avshalom Kalichstein 2019-04-10 Levin Capital Strategies, LP; By /s/ John A. Levin, Chief Executive Officer 2019-04-10