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LEVIN CAPITAL STRATEGIES, L.P. 4

Accession 0000921895-18-003311

CIK 0001162194other
View on SEC.govCompany Profile

Filed

Dec 13, 7:00 PM ET

Accepted

Dec 14, 6:14 PM ET

Size

21.4 KB

Accession

0000921895-18-003311

Insider Transaction Report

Form 4
Period: 2018-12-12
FLUIDIGM CORPFLDM
Levin Capital Trilogy Master Fund, Ltd.
10% OwnerOther
Transactions
  • Purchase

    Common Stock

    2018-12-12$6.75/sh+435,269$2,938,066→ 10,404,641 total(indirect: By: Managed Accounts of Levin Capital Strategies, L.P.)
  • Other

    Common Stock

    2018-12-12+7,943→ 10,412,584 total(indirect: By: Managed Accounts of Levin Capital Strategies, L.P.)
  • Purchase

    Common Stock

    2018-12-12$6.75/sh+564,731$3,811,934→ 1,870,000 total(indirect: By: Transamerica Large Cap Value Fund)
Holdings

  • Common Stock

    (indirect: By: Bi-Directional Disequilibrium Fund, L.P.)
    95,606

  • Common Stock

    (indirect: By: John A. Levin)
    49,179
LCS, LLC
10% OwnerOther
Transactions
  • Purchase

    Common Stock

    2018-12-12$6.75/sh+435,269$2,938,066→ 10,404,641 total(indirect: By: Managed Accounts of Levin Capital Strategies, L.P.)
  • Other

    Common Stock

    2018-12-12+7,943→ 10,412,584 total(indirect: By: Managed Accounts of Levin Capital Strategies, L.P.)
  • Purchase

    Common Stock

    2018-12-12$6.75/sh+564,731$3,811,934→ 1,870,000 total(indirect: By: Transamerica Large Cap Value Fund)
Holdings

  • Common Stock

    (indirect: By: Bi-Directional Disequilibrium Fund, L.P.)
    95,606

  • Common Stock

    (indirect: By: John A. Levin)
    49,179
LEVIN JOHN A
10% OwnerOther
Transactions
  • Purchase

    Common Stock

    2018-12-12$6.75/sh+435,269$2,938,066→ 10,404,641 total(indirect: By: Managed Accounts of Levin Capital Strategies, L.P.)
  • Other

    Common Stock

    2018-12-12+7,943→ 10,412,584 total(indirect: By: Managed Accounts of Levin Capital Strategies, L.P.)
  • Purchase

    Common Stock

    2018-12-12$6.75/sh+564,731$3,811,934→ 1,870,000 total(indirect: By: Transamerica Large Cap Value Fund)
Holdings

  • Common Stock

    (indirect: By: John A. Levin)
    49,179

  • Common Stock

    (indirect: By: Bi-Directional Disequilibrium Fund, L.P.)
    95,606
LEVIN CAPITAL STRATEGIES, L.P.
10% OwnerOther
Transactions
  • Purchase

    Common Stock

    2018-12-12$6.75/sh+435,269$2,938,066→ 10,404,641 total(indirect: By: Managed Accounts of Levin Capital Strategies, L.P.)
  • Other

    Common Stock

    2018-12-12+7,943→ 10,412,584 total(indirect: By: Managed Accounts of Levin Capital Strategies, L.P.)
  • Purchase

    Common Stock

    2018-12-12$6.75/sh+564,731$3,811,934→ 1,870,000 total(indirect: By: Transamerica Large Cap Value Fund)
Holdings

  • Common Stock

    (indirect: By: Bi-Directional Disequilibrium Fund, L.P.)
    95,606

  • Common Stock

    (indirect: By: John A. Levin)
    49,179
Levin Capital Strategies GP, LLC
10% OwnerOther
Transactions
  • Purchase

    Common Stock

    2018-12-12$6.75/sh+435,269$2,938,066→ 10,404,641 total(indirect: By: Managed Accounts of Levin Capital Strategies, L.P.)
  • Other

    Common Stock

    2018-12-12+7,943→ 10,412,584 total(indirect: By: Managed Accounts of Levin Capital Strategies, L.P.)
  • Purchase

    Common Stock

    2018-12-12$6.75/sh+564,731$3,811,934→ 1,870,000 total(indirect: By: Transamerica Large Cap Value Fund)
Holdings

  • Common Stock

    (indirect: By: Bi-Directional Disequilibrium Fund, L.P.)
    95,606

  • Common Stock

    (indirect: By: John A. Levin)
    49,179
Footnotes (8)
  • [F1]This Form 4 is filed jointly by Levin Capital Strategies, L.P. ("LCS"), Levin Capital Strategies GP, LLC ("LCS GP"), Bi-Directional Disequilibrium Fund, L.P. ("BDD")(formerly known as Levin Capital Trilogy Master Fund, Ltd.), LCS, LLC ("LCSL"), and John A. Levin (collectively, the "Reporting Persons"). The Reporting Persons are passive investors in the Issuer and are voluntarily filing this Form 4 as a result of acquiring over 20% of the Issuer's outstanding shares of Common Stock. The Reporting Persons have not acquired the shares with a purpose or effect of changing or influencing control of the Issuer.
  • [F2]Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be construed as an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any of the securities reported herein under Section 16 or otherwise. 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.
  • [F3]Shares held in certain separately managed accounts (the "Managed Accounts"). LCS, as the investment manager to the Managed Accounts, may be deemed to beneficially own such shares. LCS does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the Managed Accounts, as LCS receives an asset-based management fee for serving as investment manager to the Managed Accounts, except that with respect to 127,460 shares held in the Managed Accounts, LCS receives a performance-based incentive fee. The performance-based incentive fee LCS receives also does not constitute a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act, as such fee is based on the performance of the overall account, over a period of one year or more, and the shares of the Issuer held in such accounts constitute no more than 10% of the market value thereof.
  • [F4]For the reasons set forth in footnote 3, none of LCS GP, BDD, LCSL and Mr. Levin have a reportable pecuniary interest in the shares held in the Managed Accounts.
  • [F5]Shares held by the separate managed account Transamerica Large Cap Value Fund ("Transamerica"). LCS, as the sub-investment advisor to Transamerica, may be deemed to share voting and dispositive power over the shares held by Transamerica. LCS receives an asset-based management fee for serving as sub-investment advisor to Transamerica. Accordingly, LCS does not have a reportable pecuniary interest in the shares held by Transamerica. In addition, none of LCS GP, BDD, LCSL and Mr. Levin have a reportable pecuniary interest in the shares held by Transamerica.
  • [F6]Shares owned directly by BDD. LCSL, as the general partner of the domestic feeder fund which owns a controlling interest in BDD, may be deemed to share voting and dispositive power over the shares owned directly by BDD. LCS, as the investment advisor of BDD, may be deemed to share voting and dispositive power over the shares owned directly by BDD. Mr. Levin, as the Chief Executive Officer of LCS, may be deemed to share voting and dispositive power over the shares owned directly by BDD.
  • [F7]Shares purchased in the Issuer's public offering of shares that closed on December 14, 2018.
  • [F8]On December 12, 2018, LCS began serving as the investment manager to a new Managed Account which holds 7,943 shares. LCS, as the investment manager to the new Managed Account, may be deemed to beneficially own such shares. LCS does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the new Managed Account, as LCS receives an asset-based management fee for serving as investment manager to the new Managed Account.

Documents

1 file

Issuer

FLUIDIGM CORP

CIK 0001162194

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001354821

Filing Metadata

Form type
4
Filed
Dec 13, 7:00 PM ET
Accepted
Dec 14, 6:14 PM ET
Size
21.4 KB
View on SEC.gov