Edgar Filing: Whitaker Raymond J

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Whitaker Raymond J

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2011

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

(Last)

(First)

(Middle)

45 ROCKEFELLER PLAZA, SUITE 1410

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10111

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series E Preferred Warrant (Right to Buy)	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	11,924 ⁽¹⁾ ⁽³⁾	$ 24.22	I	See footnotes ⁽⁴⁾ ⁽⁵⁾
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽⁶⁾	Common Stock	47,400 ⁽¹⁾ ⁽³⁾	$ 0	I	See footnotes ⁽⁴⁾ ⁽⁵⁾
Series C Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	320,063 ⁽³⁾	$ 0	I	See footnotes ⁽⁴⁾ ⁽⁵⁾
Series D Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	66,991 ⁽³⁾	$ 0	I	See footnotes ⁽⁴⁾ ⁽⁵⁾
Series E Preferred Warrant (Right to Buy)	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	11,924 ⁽¹⁾ ⁽³⁾	$ 24.22	I	See footnotes ⁽⁵⁾ ⁽⁸⁾
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽⁶⁾	Common Stock	47,400 ⁽¹⁾ ⁽³⁾	$ 0	I	See footnotes ⁽⁵⁾ ⁽⁸⁾
Series C Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	320,063 ⁽³⁾	$ 0	I	See footnotes ⁽⁵⁾ ⁽⁸⁾
Series D Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	66,991 ⁽³⁾	$ 0	I	See footnotes ⁽⁵⁾ ⁽⁸⁾
Stock Option (Right to Buy)	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	8,670 ⁽³⁾	$ 8.38	D	Â
Stock Option (Right to Buy)	Â ⁽¹⁰⁾	Â ⁽¹⁰⁾	Common Stock	8,670 ⁽³⁾	$ 4.45	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Whitaker Raymond J 45 ROCKEFELLER PLAZA, SUITE 1410 NEW YORK,Â NYÂ 10111	Â X	Â	Â	Â

Signatures

/s/ Gajus V. Worthington, attorney-in-fact		02/09/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Reflects the automatic conversion of each share of Series E Preferred Stock into 1.3 shares of Common Stock to occur upon the closing of the Issuer's initial public offering.
(2)	Expires immediately prior to the closing of the Issuer's initial public offering.
(3)	Reflects a 1-for-1.73 reverse stock split of the Issuer's outstanding shares effected February 3, 2011.
(4)	EuclidSR Partners, L.P., is the record holder of the securities reported on Lines 1, 2, 3 and 4 of Table 2.
(5)	Mr. Whitaker, the reporting person who is a member of the Board of Directors of the Issuer shares voting and investment power with Graham D.S. Anderson, Milton J. Pappas and Stephen K. Reidy, each of whom are General Partners of EuclidSR Associates, L.P., the General Partner of EuclidSR Partners and EuclidSR Biotechnology Associates, L.P., the General Partner of EuclidSR Biotechnology Partners. Each General Partner of EuclidSR Associates, L.P. and EuclidSR Biotechnology Associates, L.P. disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein.
(6)	Each share has no expiration date.
(7)	Reflects the automatic conversion of each share of Series C Preferred Stock and Series D Preferred Stock into one share of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share has no expiration date.
(8)	EuclidSR Biotechnology Partners, L.P., is the record holder of the securities reported on Lines 5, 6, 7 and 8 of Table 2.
(9)	1/12th of the shares subject to such Option shall vest on each monthly anniversary of January 28, 2011 (the "Vesting Commencement Date"), such that the Option will be fully vested on the first annual anniversary of the Vesting Commencement Date. The Option shall expire on January 6, 2021.
(10)	The Option fully vested on January 28, 2011. The Option shall expire on January 28, 2020.
Â Remarks: ExhibitÂ List -------------- ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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