SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Walder Fredric T

(Last) (First) (Middle)
FLUIDIGM CORPORATION
7000 SHORELINE COURT SUITE 100

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2011
3. Issuer Name and Ticker or Trading Symbol
FLUIDIGM CORP [ FLDM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Business Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) (1) Common Stock 2,890(2) 8.38 D
Stock Option (Right to Buy) (3) (3) Common Stock 115,606(2) 4.45 D
Stock Option (Right to Buy) (4) (4) Common Stock 2,889(2) 8.38 D
Explanation of Responses:
1. 25% of the Shares subject to the Option shall vest on the one year anniversary of April 1, 2010 (the "Vesting Commencement Date"), and thereafter 1/48th of the Shares subject to the Option shall vest each monthly anniversary of the Vesting Commencement Date such that the Option will be fully vested on April 1, 2014; provided that vesting for a percentage of the Shares subject to the Option equal to the Company's percentage achievement of its 2010 corporate goals shall be accelerated to December 31, 2010. The percentage of the Option not accelerated vesting shall vest over 4 years as described above. Vesting is subject to reporting person continuing to be a service provider on such dates. The Option shall expire on January 4, 2021.
2. Reflects a 1-for-1.73 reverse stock split of the Issuer's outstanding shares effected February 3, 2011.
3. 25% of the shares subject to the Option shall vest on the one year anniversary of May 17, 2010 (the "Vesting Commencement Date"), and thereafter 1/48th of 25% the shares subject to the Option shall vest on each monthly anniversary of the Vesting Commencement Date such that the Option will be fully vested on May 16, 2014.
4. 100% of the shares subject to the Option shall vest on April 1, 2014; provided that vesting for a percentage of the shares subject to the Option equal to the reporting person's percentage achievement of his 2010 departmental goals shall be accelerated to December 31, 2010. The shares, if any, not subject to such accelerated vesting shall vest on April 1, 2014. Vesting is subject to the reporting person continuing to be a service provider on such dates. The Option shall expire on January 4, 2021.
Remarks:
Exhibit List --------------- Exhibit 24 - Power of Attorney
/s/ Gajus V. Worthington, attorney-in-fact 02/09/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                                POWER OF ATTORNEY

The undersigned,  as a Section 16 reporting person of Fluidigm  Corporation (the
"Company"),  hereby constitutes and appoints the officers of the Company and the
responsible  attorneys and paralegals of Wilson Sonsini Goodrich & Rosati, P.C.,
and each of them, the undersigned's true and lawful attorney-in-fact to:

     1.   complete  and  execute  Forms ID,  3,4 and 5 and  other  forms and all
          amendments  thereto  as  such  attorney-in-fact  shall  in  his or her
          discretion  determine to be required or advisable  pursuant to Section
          16 of the  Securities  Exchange Act of 1934 (as amended) and the rules
          and  regulations  promulgated  thereunder,  or any successor  laws and
          regulations,   as  a  consequence  of  the  undersigned's   ownership,
          acquisition or disposition of securities of the Company; and

     2.   do all acts  necessary in order to file such forms with the Securities
          and  Exchange   Commission,   any  securities   exchange  or  national
          association,  the  Company  and such  other  person  or  agency as the
          attorney-in-fact shall deem appropriate.

     The undersigned hereby ratifies and confirms all that said attorney-in-fact
and  agents  shall do or  cause to be done by  virtue  hereof.  The  undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned,  are not assuming,  nor is the Company assuming,
any of the  undersigned's  responsibilities  to comply  with  Section  16 of the
Securities Exchange Act of 1934 (as amended).

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no longer  required to file Forms ID, 3, 4 and 5 with respect to
the  undersigned's  holdings of and  transactions  in  securities  issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 7th day of February, 2011.


                            Signature:  /s/ Fredric C. Walder
                                        ----------------------------------------
                                        Fredric C. Walder