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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COLELLA SAMUEL D

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR

SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLUIDIGM CORP [ FLDM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2011

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		5,760	A	⁽²⁾	87,341	I	See Footnotes⁽⁴⁾⁽⁷⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		1,592	A	⁽²⁾	88,933	I	See Footnotes⁽⁴⁾⁽⁷⁾
Common Stock	02/15/2011	02/15/2011	C⁽¹⁾		103,546	A	⁽²⁾	192,479	I	See Footnotes⁽⁴⁾⁽⁸⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		474,354	A	⁽²⁾	666,833	I	See Footnotes⁽⁴⁾⁽⁸⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		294,457	A	⁽²⁾	961,290	I	See Footnotes⁽⁴⁾⁽⁸⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		81,396	A	⁽²⁾	1,042,686	I	See Footnotes⁽⁴⁾⁽⁸⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		164	A	$0.02	1,042,850	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		346	A	$0.02	1,043,196	I	See Footnotes⁽⁴⁾⁽⁶⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		148	A	$0.02	1,043,344	I	See Footnotes⁽⁴⁾⁽⁷⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		7,596	A	$0.02	1,050,940	I	See Footnotes⁽⁴⁾⁽⁸⁾
Common Stock	02/15/2011	02/15/2011	X⁽⁵⁾⁽⁹⁾		8,247	A	$0.02	1,059,197	I	See Footnote⁽¹⁰⁾
Common Stock	02/15/2011	02/15/2011	F⁽⁵⁾⁽⁹⁾		11	D	$13.5	1,059,186	I	See Footnote⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			5,760	⁽¹¹⁾	⁽¹¹⁾	Common Stock	5,760	$0	971,856	I	See Footnotes⁽⁴⁾⁽⁷⁾
Series D Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			1,592	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,592	$0	970,264	I	See Footnotes⁽⁴⁾⁽⁷⁾
Series E Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			103,546	⁽⁹⁾	⁽⁹⁾	Common Stock	103,546	$0	866,718	I	See Footnotes⁽⁴⁾⁽⁸⁾
Series B Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			474,354	⁽¹¹⁾	⁽¹¹⁾	Common Stock	474,354	$0	392,364	I	See Footnotes⁽⁴⁾⁽⁸⁾
Series C Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			294,457	⁽¹¹⁾	⁽¹¹⁾	Common Stock	294,457	$0	97,907	I	See Footnotes⁽⁴⁾⁽⁸⁾
Series D Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			81,396	⁽¹¹⁾	⁽¹¹⁾	Common Stock	81,396	$0	16,511	I	See Footnotes⁽⁴⁾⁽⁸⁾
Series E-1 Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			164	⁽¹¹⁾	⁽¹¹⁾	Common Stock	164	$0	16,347	I	See Footnotes⁽⁴⁾⁽⁸⁾
Series E-1 Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			346	⁽¹¹⁾	⁽¹¹⁾	Common Stock	346	$0	16,001	I	See Footnotes⁽⁴⁾⁽⁸⁾
Series E-1 Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			148	⁽¹¹⁾	⁽¹¹⁾	Common Stock	544	$0	15,853	I	See Footnotes⁽⁴⁾⁽⁸⁾
Series E-1 Preferred Stock	⁽²⁾	02/15/2011	02/15/2011	C			7,596	⁽¹¹⁾	⁽¹¹⁾	Common Stock	7,596	$0	8,257	I	See Footnotes⁽⁴⁾⁽⁸⁾
Series E-1 Preferred Warrant (Right to Buy)	$0.02	02/15/2011	02/15/2011	X			8,257	01/06/2011	⁽¹¹⁾⁽¹²⁾	Common Stock	8,257	$0	0	I	See Footnote⁽¹⁰⁾

Explanation of Responses:

1. Represents shares of Common Stock issued upon conversion of shares of Series E Preferred Stock on a 1-for 1.300053676865 basis.

2. Not applicable.

3. Versant Affiliates Fund I-A, L.P., is the record holder of the securities reported.

4. 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.

5. Represents shares of Common Stock issued upon the conversion of shares of Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock on a 1-for-1 basis.

6. Versant Affiliates Fund I-B, L.P. is the record holder of the securities reported.

7. Versant Side Fund I, L.P., is the record holder of the securities reported.

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

9. Each share of Series E Preferred Stock automatically converted into 1.300053676865 share of Common Stock on February 15, 2011, the closing date of the Issuer's initial public offering (the "Closing") and has no expiration date.

10. The Colella Family Trust U/D/T dated September 21, 1992 is the record holder of the securities reported. Samuel D. Colella and Nancy R. Colella are trustees of the Colella Family Trust U/D/T dated September 21, 1992.

11. Each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series E-1 Preferred Stock automatically converted into one share of Common Stock on February 15, 2011 and has no expiration date.

12. The warrant was automatically net exercised immediately prior to the Closing.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney Form 2 of 2

	/s/ William Smith, attorney-in-fact	02/16/2011
	** 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 4 (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

        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: /s/ Robin L. Praeger
                              -------------------------------------------------
                        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