13D Filing: Levin Capital Strategies and Fluidigm Corp (FLDM)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Fluidigm Corporation

(Name
of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

34385P108

(CUSIP Number)

John A. Levin

Levin Capital Strategies, L.P.

595 Madison Avenue, 17th Floor

New York, NY 10022

(212) 259-0800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

March 2, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the
Schedule 13D as specifically set forth herein.

Item 2 is hereby
amended to add the following:

Effective February
28, 2018, Levin Capital Trilogy Master Fund, Ltd. changed its name to Bi-Directional Disequilibrium Master Fund, Ltd. (“Bi-Directional”).

Item 3 is hereby
amended and restated as follows:

The Shares
purchased by LCS on behalf of separately managed accounts, including Transamerica Large Cap Value Fund, a registered
investment company under the Investment Company Act of 1940, as amended (“Transamerica”), for which LCS acts as
sub-investment advisor, were purchased with general investment funds in open market purchases, except as otherwise noted. The
aggregate purchase price of the 12,258,233 Shares held in separately managed accounts that are beneficially owned directly by
LCS is approximately $60,347,703, including brokerage commissions.

The Shares purchased
by Bi-Directional were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate
purchase price of the 89,363 Shares owned directly by Bi-Directional is approximately $544,787,
including brokerage commissions.

The Shares purchased
by Levcap were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase
price of the 56,820 Shares owned directly by Levcap is approximately $280,825, including brokerage commissions.

The Shares purchased
by Safinia were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase
price of the 19,818 Shares owned directly by Safinia is approximately $107,616, including brokerage commissions.

The Shares purchased
by John Levin’s wife were purchased with general investment funds in open market purchases, except as otherwise noted. The
aggregate purchase price of the 5,000 Shares owned directly by John Levin’s wife is approximately $39,359, including brokerage
commissions.

To the best of the
Reporting Persons’ knowledge, none of the persons listed on Appendix A beneficially owns any securities of the Issuer.

Items 5(a)-(d) are
hereby amended and restated as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 38,647,687 Shares outstanding, which is the total number of
Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 7, 2017.

A. LCS

(a)  As
of the close of business on March 5, 2018, LCS beneficially owned 12,424,234 Shares on behalf
of separately managed accounts, including 1,275,129 Shares held by the separately managed account Transamerica.

Percentage: Approximately 32.1%.

(c)       The
transactions in the Shares by LCS on behalf of separately managed accounts, including Transamerica, since the filing of Amendment
No. 2 are set forth in Schedule A and are incorporated herein by reference.

B. LCS GP

(a)  As
the General Partner of LCS, LCS GP is deemed to beneficially own the 12,424,234 Shares beneficially owned by LCS.

Percentage: Approximately 32.1%.

(c)       LCS
GP has not undertaken any transactions in the Shares since the filing of Amendment No. 2.

C. Bi-Directional

(a)  As
of the close of business on March 5, 2018, Bi-Directional beneficially owned 89,363 Shares.

Percentage: Less than 1.0%.

*
As the general partner to Bi-Directional, LCSL has shared voting and dispositive power over these Shares. As the investment
advisor to Bi-Directional, LCS has shared voting and dispositive power over these Shares.

(c)       The
transactions in the Shares by Bi-Directional since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated
herein by reference.

D. LCSL

(a)  As
the General Partner of Bi-Directional, LCSL is deemed to beneficially own the 89,363 Shares beneficially owned by Bi-Directional.

Percentage: Less than 1.0%.

* As the general
partner to Bi-Directional, LCSL has shared voting and dispositive power over these Shares. As the investment advisor to Bi-Directional,
LCS has shared voting and dispositive power over these Shares.

(c)       LCSL
has not undertaken any transactions in the Shares since the filing of Amendment No. 2.

E. Levcap

(a)  As
of the close of business on March 5, 2018, Levcap beneficially owned 56,820 Shares.

Percentage: Less than 1.0%.

* As the general
partner to Levcap, LCSEP has shared voting and dispositive power over these Shares. As the investment advisor to Levcap, LCS has
shared voting and dispositive power over these Shares.

(c)       Levcap
has not undertaken any transactions in the Shares since the filing of Amendment No. 2.

F. LCSEP

(a)  As
the General Partner of Levcap, LCSEP is deemed to beneficially own the 56,820 Shares beneficially
owned by Levcap.

Percentage: Less than 1.0%.

* As the general partner to Levcap, LCSEP has
shared voting and dispositive power over these Shares. As the investment advisor to Levcap, LCS has shared voting and dispositive
power over these Shares.

(c)       LCSEP
has not undertaken any transactions in the Shares since the filing of Amendment No. 2.

G. Safinia

(a)  As
of the close of business on March 5, 2018, Safinia beneficially owned 19,818 Shares.

Percentage: Less than 1.0%.

*
As the general partner to Safinia, LCSLS has shared voting and dispositive power over these Shares. As the investment advisor
to Safinia, LCS has shared voting and dispositive power over these Shares.

(c)       Safinia
has not undertaken any transactions in the Shares since the filing of Amendment No. 2.

H. LCSLS

(a)  As
the General Partner of Safinia, LCSLS is deemed to beneficially own the 19,818 Shares beneficially
owned by Safinia.

Percentage: Less than 1.0%.

*
As the general partner to Safinia, LCSLS has shared voting and dispositive power over these
Shares. As the investment advisor to Safinia, LCS has shared voting and dispositive power over these Shares.

(c)       LCSLS
has not undertaken any transactions in the Shares since the filing of Amendment No. 2.

I. John Levin

(a)  As
the Chief Executive Officer of LCS and the Managing Member of each of LCSL, LCSEP and LCSLS, Mr. Levin is deemed to beneficially
own 12,424,234 Shares beneficially owned by LCS. Mr. John Levin’s wife beneficially owns an additional 5,000 shares.

Percentage: Approximately 32.2%.

(c)       The
transactions in the Shares by Mr. Levin since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein
by reference.

The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons
specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person,
except to the extent of their pecuniary interest therein.

To the best of the
Reporting Persons’ knowledge, none of the persons listed on Appendix A beneficially owns any securities of the Issuer.

(d)       A
separately managed account, Transamerica, a registered investment company under the Investment
Company Act of 1940, as amended, for which LCS acts as sub-investment advisor, has the right to receive dividends from, and the
proceeds from the sale of, 1,275,129 Shares. Voting and dispositive power over such Shares is deemed to be shared between LCS and
Transamerica.

Various other separately
managed accounts for whom LCS acts as investment manager have the right to receive dividends from, and the proceeds from the sale
of 10,983,104 Shares. Dispositive power over such Shares is shared. Voting power over such Shares is deemed shared between such
managed accounts and LCS with respect to 9,314,997 Shares.

SIGNATURES

After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct. 

Dated: March 6, 2018

Schedule A

Transactions in the Shares Since the Filing
of Amendment No. 2

* Trade made on behalf of separately managed account Transamerica
Large Cap Value Fund.