Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Fluidigm Corporation
__________________________________________________________________________________

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share
__________________________________________________________________________________

(Title of Class of Securities)

 

 

34385P108
__________________________________________________________________________________

(CUSIP Number)

 

August 13, 2019
__________________________________________________________________________________

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x  Rule 13d-1(b)
¨  Rule 13d-1(c)
¨  Rule 13d-1(d)

^* 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).

 

CUSIP No. 34385P108
1.  Names of Reporting Persons.     I.R.S. Identification Nos. of Above Persons (Entities Only)
Levin Easterly Partners LLC
83-2400656
2.  Check the Appropriate Box if a Member of a Group
(a) □
(b) □
3.  SEC Use Only
4.  Citizenship or Place of Organization
Delaware
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	5.  Sole Voting Power
	0
	6.  Shared Voting Power
	5,548,795
	7.  Sole Dispositive Power
	0
	8.  Shared Dispositive Power
	8,271,611
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
8,271,611
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares           □
11.  Percent of Class Represented by Amount in Row (9)
11.9%
12.  Type of Reporting Person
IA

 

CUSIP No. 34385P108
1.  Names of Reporting Persons.     I.R.S. Identification Nos. of Above Persons (Entities Only)
LE Partners Holdings LLC
83-2587475
2.  Check the Appropriate Box if a Member of a Group
(a) □
(b) □
3.  SEC Use Only
4.  Citizenship or Place of Organization
Delaware
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	5.  Sole Voting Power
	0
	6.  Shared Voting Power
	5,548,795
	7.  Sole Dispositive Power
	0
	8.  Shared Dispositive Power
	8,271,611
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
8,271,611
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares           □
11.  Percent of Class Represented by Amount in Row (9)
11.9%
12.  Type of Reporting Person
OO

 

CUSIP No. 34385P108
1.  Names of Reporting Persons.     I.R.S. Identification Nos. of Above Persons (Entities Only)
LE Partners Holdings II LLC
83-4229605
2.  Check the Appropriate Box if a Member of a Group
(a) □
(b) □
3.  SEC Use Only
4.  Citizenship or Place of Organization
Delaware
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	5.  Sole Voting Power
	0
	6.  Shared Voting Power
	5,548,795
	7.  Sole Dispositive Power
	0
	8.  Shared Dispositive Power
	8,271,611
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
8,271,611
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares           □
11.  Percent of Class Represented by Amount in Row (9)
11.9%
12.  Type of Reporting Person
OO

 

CUSIP No. 34385P108
1.  Names of Reporting Persons.      I.R.S. Identification Nos. of Above Persons (Entities Only)
LE Partners Holdings III LLC
83-4195384
2.  Check the Appropriate Box if a Member of a Group
(a) □
(b) □
3.  SEC Use Only
4.  Citizenship or Place of Organization
Delaware
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	5.  Sole Voting Power
	0
	6.  Shared Voting Power
	5,548,795
	7.  Sole Dispositive Power
	0
	8.  Shared Dispositive Power
	8,271,611
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
8,271,611
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares           □
11.  Percent of Class Represented by Amount in Row (9)
11.9%
12.  Type of Reporting Person
OO

 

CUSIP No. 34385P108
1.  Names of Reporting Persons.      I.R.S. Identification Nos. of Above Persons (Entities Only)
LE Partners Holdings IV LLC
83-4246600
2.  Check the Appropriate Box if a Member of a Group
(a) □
(b) □
3.  SEC Use Only
4.  Citizenship or Place of Organization
Delaware
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	5.  Sole Voting Power
	0
	6.  Shared Voting Power
	5,548,795
	7.  Sole Dispositive Power
	0
	8.  Shared Dispositive Power
	8,271,611
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
8,271,611
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares           □
11.  Percent of Class Represented by Amount in Row (9)
11.9%
12.  Type of Reporting Person
OO

 

 

CUSIP No. 34385P108
1.  Names of Reporting Persons.     I.R.S. Identification Nos. of Above Persons (Entities Only)
Darrell Crate
2.  Check the Appropriate Box if a Member of a Group
(a) □
(b) □
3.  SEC Use Only
4.  Citizenship or Place of Organization
Delaware
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	5.  Sole Voting Power
	0
	6.  Shared Voting Power
	5,548,795
	7.  Sole Dispositive Power
	0
	8.  Shared Dispositive Power
	8,271,611
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
8,271,611
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares           □
11.  Percent of Class Represented by Amount in Row (9)
11.9%
12.  Type of Reporting Person
IN

 

CUSIP No. 34385P108
1.  Names of Reporting Persons.     I.R.S. Identification Nos. of Above Persons (Entities Only)
Avshalom Kalichstein
2.  Check the Appropriate Box if a Member of a Group
(a) □
(b) □
3.  SEC Use Only
4.  Citizenship or Place of Organization
Delaware
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	5.  Sole Voting Power
	0
	6.  Shared Voting Power
	5,548,795
	7.  Sole Dispositive Power
	0
	8.  Shared Dispositive Power
	8,271,611
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
8,271,611
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares           □
11.  Percent of Class Represented by Amount in Row (9)
11.9%
12.  Type of Reporting Person
IN

 

CUSIP No. 34385P108
1.  Names of Reporting Persons.      I.R.S. Identification Nos. of Above Persons (Entities Only)
John Murphy
2.  Check the Appropriate Box if a Member of a Group
(a) □
(b) □
3.  SEC Use Only
4.  Citizenship or Place of Organization
Delaware
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	5.  Sole Voting Power
	0
	6.  Shared Voting Power
	5,553,791
	7.  Sole Dispositive Power
	0
	8.  Shared Dispositive Power
	8,276,607
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
8,276,607
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares           □
11.  Percent of Class Represented by Amount in Row (9)
11.9%
12.  Type of Reporting Person
IN

 

CUSIP No. 34385P108
1.  Names of Reporting Persons.     I.R.S. Identification Nos. of Above Persons (Entities Only)
Levin Capital Strategies, L.P.
87-0753486
2.  Check the Appropriate Box if a Member of a Group
(a) □
(b) □
3.  SEC Use Only
4.  Citizenship or Place of Organization
Delaware
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	5.  Sole Voting Power
	0
	6.  Shared Voting Power
	4,996
	7.  Sole Dispositive Power
	0
	8.  Shared Dispositive Power
	4,996
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
4,996
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares           □
11.  Percent of Class Represented by Amount in Row (9)
Less than 1%
12.  Type of Reporting Person
IA

(d)¨Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). 

x(e)An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); 

(f)¨An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); 

(g)¨A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); 

(h)¨A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); 

(i)¨A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); 

(j)¨Group, in accordance with §240.13d-1(b)(1)(ii)(J). 

 

Item 4. Ownership 

 

Levin Easterly

 

(a)Amount beneficially owned: 8,271,611  

(b)Percentage of Class: 11.9% 

(c)Number of shares as to which the person has: 

(i)Sole power to vote or direct vote:  0 

(ii)Shared power to vote or direct vote: 5,548,795 

(iii)Sole power to dispose or direct the disposition of: 0 

(iv)Shared power to dispose or direct the disposition of: 8,271,611 

 

LEPH

 

(a)Amount beneficially owned: 8,271,611  

(b)Percentage of Class: 11.9% 

(c)Number of shares as to which the person has: 

(i)Sole power to vote or direct vote:  0 

(ii)Shared power to vote or direct vote: 5,548,795 

(iii)Sole power to dispose or direct the disposition of: 0 

(iv)Shared power to dispose or direct the disposition of: 8,271,611 

 

LEPH II

 

(a)Amount beneficially owned: 8,271,611  

(b)Percentage of Class: 11.9% 

(c)Number of shares as to which the person has: 

(i)Sole power to vote or direct vote:  0 

(ii)Shared power to vote or direct vote: 5,548,795 

(iii)Sole power to dispose or direct the disposition of: 0 

(iv)Shared power to dispose or direct the disposition of: 8,271,611 

 

LEPH III

 

(a)Amount beneficially owned: 8,271,611  

(b)Percentage of Class: 11.9% 

(c)Number of shares as to which the person has: 

(i)Sole power to vote or direct vote:  0 

(ii)Shared power to vote or direct vote: 5,548,795 

(iii)Sole power to dispose or direct the disposition of: 0 

(iv)Shared power to dispose or direct the disposition of: 8,271,611 

---

12

LEPH IV

 

(a)Amount beneficially owned: 8,271,611  

(b)Percentage of Class: 11.9% 

(c)Number of shares as to which the person has: 

(i)Sole power to vote or direct vote:  0 

(ii)Shared power to vote or direct vote: 5,548,795 

(iii)Sole power to dispose or direct the disposition of: 0 

(iv)Shared power to dispose or direct the disposition of: 8,271,611 

 

Darrell Crate

 

(a)Amount beneficially owned: 8,271,611  

(b)Percentage of Class: 11.9% 

(c)Number of shares as to which the person has: 

(i)Sole power to vote or direct vote:  0 

(ii)Shared power to vote or direct vote: 5,548,795 

(iii)Sole power to dispose or direct the disposition of: 0 

(iv)Shared power to dispose or direct the disposition of: 8,271,611 

 

Avshalom Kalichstein

 

(a)Amount beneficially owned: 8,271,611  

(b)Percentage of Class: 11.9% 

(c)Number of shares as to which the person has: 

(i)Sole power to vote or direct vote:  0 

(ii)Shared power to vote or direct vote: 5,548,795 

(iii)Sole power to dispose or direct the disposition of: 0 

(iv)Shared power to dispose or direct the disposition of: 8,271,611 

 

John “Jack” Murphy

 

(a)Amount beneficially owned: 8,276,607 

(b)Percentage of Class: 11.9% 

(c)Number of shares as to which the person has: 

(i)Sole power to vote or direct vote:  0 

(ii)Shared power to vote or direct vote: 5,553,791 

(iii)Sole power to dispose or direct the disposition of: 0 

(iv)Shared power to dispose or direct the disposition of: 8,276,607 

Each of Messrs. Murphy, Crate and Kalichstein disclaims beneficial ownership of the securities reported herein.

 

LCS*

 

(a)Amount beneficially owned: 4,996  

(b)Percentage of Class: Less than 1% 

(c)Number of shares as to which the person has: 

(i)Sole power to vote or direct vote:  0 

(ii)Shared power to vote or direct vote: 4,996 

(iii)Sole power to dispose or direct the disposition of: 0 

(iv)Shared power to dispose or direct the disposition of: 4,996 

*Amounts set forth above include only those Shares of the Issuer held in an account managed by Mr. Murphy for whom LCS acts as investment manager and do not include any other Shares of the Issuer beneficially owned by LCS for which Mr. Murphy does not have investment discretion or voting power.

---

13

Item 5.Ownership of Five Percent or Less of a Class. 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6.Ownership of More Than Five Percent on Behalf of Another Person. 

 

Various separately managed accounts for whom Levin Easterly acts as investment manager have the right to receive dividends from, and the proceeds from the sale of, 8,271,611 shares. A separately managed account for whom LCS acts as investment manager has the right to receive dividends from, and the proceeds from the sale of, 4,996 shares.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. 

 

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group. 

 

Not applicable. 

 

Item 9.Notice of Dissolution of Group. 

 

Not applicable. 

 

Item 10. Certification. 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

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14

 

	By:	/s/ John Murphy
	Name: John Murphy
	LEVIN CAPITAL STRATEGIES, L.P.
	By:	/s/ John A. Levin
	Name: John A. Levin
	Title: Chairman and Managing Member

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