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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^*

VERSANT VENTURE CAPITAL I LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR

SUITE 210

(Street)

MENLO PARK

94025

(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	X	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)

	Form filed by One Reporting Person
X	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)
Series E1 Preferred	164⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Series E1 Preferred	346⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series E1 Preferred	148⁽¹⁾	I	See Footnotes⁽³⁾⁽⁵⁾
Series E1 Preferred	7,596⁽¹⁾	I	See Footnotes⁽³⁾⁽⁶⁾

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)	⁽⁷⁾	⁽⁸⁾	Common Stock	479⁽¹⁾⁽⁷⁾	24.22	I	See footnotes⁽²⁾⁽³⁾
Series E Preferred Stock	⁽⁷⁾	⁽¹⁰⁾	Common Stock	2,065⁽¹⁾⁽⁷⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	7,297⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series C Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	6,401⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,769⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series E Preferred Warrant (Right to Buy)	⁽⁷⁾	⁽⁸⁾	Common Stock	1,417⁽¹⁾⁽⁷⁾	24.22	I	See footnotes⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽⁷⁾	⁽¹⁰⁾	Common Stock	5,185⁽¹⁾⁽⁷⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	29,190⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	13,442⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	3,715⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series E Preferred Warrant (Right to Buy)	⁽⁷⁾	⁽⁸⁾	Common Stock	544⁽¹⁾⁽⁷⁾	24.22	I	See footnotes⁽³⁾⁽⁵⁾
Series E Preferred Stock	⁽⁷⁾	⁽¹⁰⁾	Common Stock	2,092⁽¹⁾⁽⁷⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series B Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	10,425⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series C Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	5,760⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,592⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series E Preferred Warrant (Right to Buy)	⁽⁷⁾	⁽⁸⁾	Common Stock	26,181⁽¹⁾⁽⁷⁾	24.22	I	See footnotes⁽³⁾⁽⁶⁾
Series E Preferred Stock	⁽⁷⁾	⁽¹⁰⁾	Common Stock	103,546⁽¹⁾⁽⁷⁾	0	I	See footnotes⁽³⁾⁽⁶⁾
Series B Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	474,354⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁶⁾
Series C Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	294,457⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁶⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	81,396⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

VERSANT VENTURE CAPITAL I LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR

SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VERSANT AFFILIATES FUND I-A LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR,

SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VERSANT AFFILIATES FUND I-B LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR,

SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VERSANT SIDE FUND I LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR,

SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

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

2. Versant Affiliates Fund 1-A, L.P., is the record holder of the securities.

3. Voting and investment power over the shares directly held by Versant Venture Capital I, L.P., Versant Affiliates Fund I-A, L.P., Versant Affiliates Fund I-B, L.P., and Versant Side Fund I, L.P. is held by Versant Ventures I, LLC, their sole General Partner. Samuel D. Colella, the reporting person is a Managing Member of Versant Ventures I, LLC but he disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The individual Managing Members of Versant Ventures I, LLC are Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Barbara N. Lubash, Donald B. Milder, and Rebecca B. Robertson, all of whom share voting and dispositive control. Each respective individual General Partner disclaims beneficial ownership of these shares, except to the extent of their pecuniary interest therein.

4. Versant Affiliates Fund 1-B, L.P., is the record holder of the securities.

5. Versant Side Fund 1, L.P., is the record holder of the securities.

6. Versant Venture Capital I, L.P., is the record holder of the securities.

7. 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.

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

9. Reflects the automatic conversion of each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E1 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.

10. Each share has no expiration date.

Remarks:

Exhibit List -------------- Exhibit 24 - Power of Attorney

	/s/ Gajus V. Worthington, attorney-in-fact	02/09/2011
	/s/ Gajus V. Worthington, attorney-in-fact	02/09/2011
	/s/ Gajus V. Worthington, attorney-in-fact	02/09/2011
	/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.

rrd269004_304175.html

                               POWER OF ATTORNEY

        Each of the undersigned, as a Section 16 reporting person of Fluidigm
Corporation (the "Company"), hereby constitutes and appoints each of the
officers of the Company and the responsible attorneys and paralegals of Wilson
Sonsini Goodrich & Rosati, P.C. such 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 such
                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.

        Each of the undersigned hereby ratifies and confirms all that said
attorney-in-fact and agents shall do or cause to be done by virtue hereof. Each
of the undersigned acknowledges that the foregoing attorney-in-fact, in serving
in such capacity at the request of such 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 such
time as none of the undersigned are required to file Forms ID, 3, 4 and 5 with
respect to such undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by any of the undersigned in a signed
writing delivered to the Company and the foregoing attorney-in-fact (each such
revocation to apply only to the Power of Attorney with respect to such revoking
individual).

        This Power of Attorney may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

        IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney
to be executed as of this 4th day of February, 2011.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of February ,
2011.

Versant Venture Capital I, L.P.
Versant Affiliates Fund I-A, L.P.
Versant Affiliates Fund I-B, L.P.
Versant Side Fund I, L.P.

        By: Versant Ventures I, LLC
        Its: General Partner


              By:
                  -----------------------------------------------------
              Name: Robin L. Praeger, Chief Financial Officer

Signature:            /s/ Brian G. Atwood
                      ----------------------------------------------------------
Name:                 Brian G. Atwood, an individual

Signature:            /s/ Samuel D. Colella
                      ----------------------------------------------------------
Name:                 Samuel D. Colella, an individual

Signature:            /s/ Ross A. Jaffe
                      ----------------------------------------------------------
Name:                 Ross A. Jaffe, an individual

Signature:            /s/ William J. Link
                      ----------------------------------------------------------
Name:                 William J. Link, an individual

Signature:            /s/ Barbara N. Lubash
                      ----------------------------------------------------------
Name:                 Barbara N. Lubash, an individual

Signature:            /s/ Donald B. Milder
                      ----------------------------------------------------------
Name:                 Donald B. Milder, an individual

Signature:            /s/ Rebecca B. Robertson
                      ----------------------------------------------------------
Name:                 Rebecca B. Robertson, an individual