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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^*

Whitaker Raymond J

(Last)

(First)

(Middle)

45 ROCKEFELLER PLAZA, SUITE 1410

(Street)

NEW YORK

10111

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series E Preferred Warrant (Right to Buy)	⁽¹⁾	⁽²⁾	Common Stock	11,924⁽¹⁾⁽³⁾	24.22	I	See footnotes⁽⁴⁾⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	⁽⁶⁾	Common Stock	47,400⁽¹⁾⁽³⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	320,063⁽³⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	66,991⁽³⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series E Preferred Warrant (Right to Buy)	⁽¹⁾	⁽²⁾	Common Stock	11,924⁽¹⁾⁽³⁾	24.22	I	See footnotes⁽⁵⁾⁽⁸⁾
Series E Preferred Stock	⁽¹⁾	⁽⁶⁾	Common Stock	47,400⁽¹⁾⁽³⁾	0	I	See footnotes⁽⁵⁾⁽⁸⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	320,063⁽³⁾	0	I	See footnotes⁽⁵⁾⁽⁸⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	66,991⁽³⁾	0	I	See footnotes⁽⁵⁾⁽⁸⁾
Stock Option (Right to Buy)	⁽⁹⁾	⁽⁹⁾	Common Stock	8,670⁽³⁾	8.38	D
Stock Option (Right to Buy)	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	8,670⁽³⁾	4.45	D

Explanation of Responses:

1. Reflects the automatic conversion of each share of Series E Preferred Stock into 1.3 shares of Common Stock to occur upon the closing of the Issuer's initial public offering.

2. Expires immediately prior to the closing of the Issuer's initial public offering.

3. Reflects a 1-for-1.73 reverse stock split of the Issuer's outstanding shares effected February 3, 2011.

4. EuclidSR Partners, L.P., is the record holder of the securities reported on Lines 1, 2, 3 and 4 of Table 2.

5. Mr. Whitaker, the reporting person who is a member of the Board of Directors of the Issuer shares voting and investment power with Graham D.S. Anderson, Milton J. Pappas and Stephen K. Reidy, each of whom are General Partners of EuclidSR Associates, L.P., the General Partner of EuclidSR Partners and EuclidSR Biotechnology Associates, L.P., the General Partner of EuclidSR Biotechnology Partners. Each General Partner of EuclidSR Associates, L.P. and EuclidSR Biotechnology Associates, L.P. disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein.

6. Each share has no expiration date.

7. Reflects the automatic conversion of each share of Series C Preferred Stock and Series D Preferred Stock into one share of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share has no expiration date.

8. EuclidSR Biotechnology Partners, L.P., is the record holder of the securities reported on Lines 5, 6, 7 and 8 of Table 2.

9. 1/12th of the shares subject to such Option shall vest on each monthly anniversary of January 28, 2011 (the "Vesting Commencement Date"), such that the Option will be fully vested on the first annual anniversary of the Vesting Commencement Date. The Option shall expire on January 6, 2021.

10. The Option fully vested on January 28, 2011. The Option shall expire on January 28, 2020.

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 4th day of February, 2011.

                             Signature: /s/ Raymond J. Whitaker
                                        ---------------------------------------
                                        Raymond J. Whitaker