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 ^*

COLELLA SAMUEL D

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)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING FOUR, SUITE 210

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

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(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⁽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⁾

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 C Preferred Stock

⁽²⁾

02/15/2011

5,760

⁽¹¹⁾

Common Stock

5,760

$ 0

971,856

See Footnotes ⁽⁴⁾ ⁽⁷⁾

Series D Preferred Stock

⁽²⁾

02/15/2011

1,592

⁽¹¹⁾

Common Stock

1,592

$ 0

970,264

See Footnotes ⁽⁴⁾ ⁽⁷⁾

Series E Preferred Stock

⁽²⁾

02/15/2011

103,546

⁽⁹⁾

Common Stock

103,546

$ 0

866,718

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series B Preferred Stock

⁽²⁾

02/15/2011

474,354

⁽¹¹⁾

Common Stock

474,354

$ 0

392,364

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series C Preferred Stock

⁽²⁾

02/15/2011

294,457

⁽¹¹⁾

Common Stock

294,457

$ 0

97,907

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series D Preferred Stock

⁽²⁾

02/15/2011

81,396

⁽¹¹⁾

Common Stock

81,396

$ 0

16,511

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series E-1 Preferred Stock

⁽²⁾

02/15/2011

164

⁽¹¹⁾

Common Stock

164

$ 0

16,347

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series E-1 Preferred Stock

⁽²⁾

02/15/2011

346

⁽¹¹⁾

Common Stock

346

$ 0

16,001

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series E-1 Preferred Stock

⁽²⁾

02/15/2011

148

⁽¹¹⁾

Common Stock

544

$ 0

15,853

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series E-1 Preferred Stock

⁽²⁾

02/15/2011

7,596

⁽¹¹⁾

Common Stock

7,596

$ 0

8,257

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series E-1 Preferred Warrant (Right to Buy)

$ 0.02

02/15/2011

8,257

01/06/2011

⁽¹¹⁾⁽¹²⁾

Common Stock

8,257

$ 0

See Footnote ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COLELLA SAMUEL D 3000 SAND HILL ROAD, BUILDING FOUR SUITE 210 MENLO PARK, CA 94025	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)	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

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