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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*
Worthington Gajus Vincent
(Last) (First) (Middle)
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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO and Director
 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)
Common Stock 374,645(1) I See footnote(2)
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
Series E1 Preferred Warrant (Right to Buy) (3) (4) Common Stock 515(1) 0.02 I See footnote(2)
Stock Option (Right to Buy) (5) 11/17/2019 Common Stock 8,257(1) 4.09 D
Stock Option (Right to Buy) (6) 11/17/2019 Common Stock 8,257(1) 4.09 D
Stock Option (Right to Buy) (7) 11/17/2019 Common Stock 5,780(1) 4.09 D
Stock Option (Right to Buy) (8) 11/17/2019 Common Stock 5,780(1) 4.09 D
Stock Option (Right to Buy) (9) 11/17/2019 Common Stock 15,014(1) 4.09 D
Stock Option (Right to Buy) (10) 01/04/2021 Common Stock 5,780(1) 8.38 D
Stock Option (Right to Buy) (11) 01/04/2021 Common Stock 5,780(1) 8.38 D
Stock Option (Right to Buy) (12) 01/17/2015 Common Stock 29,491(1) 3.4 D
Stock Option (Right to Buy) (13) 01/17/2015 Common Stock 3,538(1) 3.4 D
Stock Option (Right to Buy) (14) 05/07/2017 Common Stock 4,508(1) 4.45 D
Stock Option (Right to Buy) (15) 05/07/2017 Common Stock 7,634(1) 4.45 D
Stock Option (Right to Buy) (16) 04/23/2018 Common Stock 5,176(1) 4.45 D
Stock Option (Right to Buy) (17) 04/23/2018 Common Stock 6,383(1) 4.45 D
Stock Option (Right to Buy) (18) 04/23/2018 Common Stock 11,560(1) 4.45 D
Stock Option (Right to Buy) (19) 05/07/2017 Common Stock 13,454(1) 4.45 D
Explanation of Responses:
1. Reflects a 1-for-1.73 reverse stock split of the Issuer's outstanding shares effected February 3, 2011.
2. Gajus V. Worthington and Jami A. Worthington as TTEEs of The Worthington Family Trust UAD dated March 6, 2007 are the record holders of the securites.
3. Reflects the automatic conversion of each share of Series E1 Preferred Stock into one share of Common Stock to occur upon the closing of the Issuer's initial public offering.
4. Expires immediately prior to the closing of the Issuer's initial public offering.
5. 6,398 of the shares subject to the Option vested as of November 17, 2009, (the "Vesting Commencement Date"), and thereafter 69 shares subject to the Option shall vest each month beginning December 1, 2009 such that the Option will be fully vested on February 1, 2012.
6. 70% of the shares subject to the Option vested on December 31, 2009, 25% of the remaining 30% of the shares subject to the Option vested on April 1, 2010 and 1/48th of the remaining unvested shares subject to the Option shall vest each month thereafter such that all shares subject to the Option shall be fully vested on April 1, 2013.
7. 6,398 of the shares subject to the Option vested as of the date of grant and 69 shares vest each month on and after December 1, 2009, such that the option will be fully vested on February 1, 2012.
8. 70% of the shares subject to the Option vested on December 31, 2009, 25% of the remaining 30% of the shares subject to the Option vested on April 1, 2010 and 1/48th of the remaining unvested shares subject to the Option shall vest each month thereafter such that all shares subject to the Option shall be fully vested on April 1, 2013.
9. 25% of the shares subject to the Option vest on November 17, 2010 and 1/48th of the shares vest every month thereafter.
10. 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 on 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 Option equal to the Company's percentage achievement of its 2010 corporate goals shall be accelerated to December 31, 2010 . The compensation committee has not yet made a determination regarding the achievement of 2010 corporate goals. The percentage of the Option not accelerated shall vest over 4 years as described above. Vesting is subject to the reporting person continuing to be a service provider on such dates. The Option shall expire on January 4, 2021.
11. 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.
12. The Option fully vested on January 18, 2009.
13. The Option fully vested on January 18, 2009.
14. The Option was originally granted on February 1, 2007 and was re-granted on December 23, 2009 as part of the Issuer's option repricing. The Option fully vested on February 1, 2009.
15. The Option was originally granted on February 1, 2007 and was re-granted on December 23, 2009 as part of the Issuer's option repricing. The Option fully vested on May 1, 2010.
16. The Option was originally granted on February 1, 2008 and was re-granted on December 23, 2009 as part of the Issuer's option repricing. The Option fully vested on May 1, 2008.
17. The Option was originally granted on February 1, 2008 and was re-granted on December 23, 2009 as part of the Issuer's option repricing. The Option fully vested on May 1, 2008.
18. The Option was originally granted on April 23, 2008 and was re-granted on December 23, 2009 as part of the Issuer's option repricing. 10,837 shares subject to the Option will vest as of December 31, 2011 and 241 shares will vest monthly thereafter. The Option will fully vest on March 31, 2012.
19. 70% of the shares subject to the Option vested on December 31, 2009, 25% of the remaining 30% of the shares subject to the Option vested on April 1, 2010 and 1/48th of the remaining unvested shares subject to the Option shall vest each month thereafter such that all shares subject to the Option shall be fully vested on April 1, 2013. The Option fully vested on May 1, 2010.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Worthington Gajus 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 2nd day of February, 2011.

                             Signature: /s/ Gajus Worthington
                                        ---------------------------------------
                                        Gajus Worthington