Edgar Filing: FLUIDIGM CORP

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EuclidSR Partners, L.P.

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

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

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

(Last)

(First)

(Middle)

45 ROCKEFELLER PLAZA, SUITE 1410

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

(Street)

NEW YORK, NY 10111

4. If Amendment, Date 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

(City)

(State)

(Zip)

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⁽¹⁾		47,400	A	⁽²⁾	47,400	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		320,063	A	⁽²⁾	367,463	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		66,991	A	⁽²⁾	434,454	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	02/15/2011	02/15/2011	C⁽¹⁾		47,400	A	⁽²⁾	481,854	I	See Footnotes ⁽⁴⁾ ⁽⁶⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		320,063	A	⁽²⁾	801,917	I	See Footnotes ⁽⁴⁾ ⁽⁶⁾
Common Stock	02/15/2011	02/15/2011	C⁽⁵⁾		66,991	A	⁽²⁾	868,908	I	See Footnotes ⁽⁴⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series E Preferred Stock

⁽²⁾

02/15/2011

47,400

⁽⁷⁾

Common Stock

47,400

$ 0

821,508

See Footnotes ⁽³⁾ ⁽⁴⁾

Series C Preferred Stock

⁽²⁾

02/15/2011

320,063

⁽⁸⁾

Common Stock

320,063

$ 0

501,445

See Footnotes ⁽³⁾ ⁽⁴⁾

Series D Preferred Stock

⁽²⁾

02/15/2011

66,991

⁽⁸⁾

Common Stock

66,991

$ 0

434,454

See Footnotes ⁽³⁾ ⁽⁴⁾

Series E Preferred Stock

⁽²⁾

02/15/2011

47,400

⁽⁷⁾

Common Stock

47,400

$ 0

387,054

See Footnotes ⁽⁴⁾ ⁽⁶⁾

Series C Preferred Stock

⁽²⁾

02/15/2011

320,063

⁽⁸⁾

Common Stock

320,063

$ 0

66,991

See Footnotes ⁽⁴⁾ ⁽⁶⁾

Series D Preferred Stock

⁽²⁾

02/15/2011

66,991

⁽⁸⁾

Common Stock

66,991

$ 0

See Footnotes ⁽⁴⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EuclidSR Partners, L.P. 45 ROCKEFELLER PLAZA, SUITE 1410 NEW YORK, NY 10111		X
EuclidSR Biotechnology Partners, L.P. 45 ROCKEFELLER PLAZA, SUITE 1410 NEW YORK, NY 10111		X

Signatures

/s/ William Smith, attorney-in-fact		02/16/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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)	EuclidSR Partners, L.P., is the record holder of the securities reported.
(4)	These securities are owned of record by EuclidSR Partners, L.P., for which voting and investment power is shared by Graham D.S. Anderson, Milton J. Pappas, Stephen K. Reidy and Raymond J. Whitaker, each of whom is a general partner of EuclidSR Associates, L.P., the general partner of EuclidSR Partners, L.P. Raymond J. Whitaker, a member of the Board of Directors of the Issuer, and each of the other general partners of EuclidSR Associates, L.P. discliams beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5)	Represents shares of Common Stock issued upon the conversion of shares of Series C Preferred Stock or Series D Preferred Stock on a 1-for-1 basis.
(6)	EuclidSR Biotechnology Partners, L.P. is the record holder of the securities reported.
(7)	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 offer (the "Closing) and has no expiration date.
(8)	Each share of Series C Preferred Stock or Series D Preferred Stock automatically converted into one share of Common Stock on the Closing and has no expiration date.

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