0001766150-19-000025.txt : 20190719
0001766150-19-000025.hdr.sgml : 20190719
20190719162111
ACCESSION NUMBER: 0001766150-19-000025
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190717
FILED AS OF DATE: 20190719
DATE AS OF CHANGE: 20190719
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Levin Easterly Partners LLC
CENTRAL INDEX KEY: 0001766150
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 19963774
BUSINESS ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2122590800
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LE Partners Holdings LLC
CENTRAL INDEX KEY: 0001773034
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 19963775
BUSINESS ADDRESS:
STREET 1: 138 CONANT STREET
CITY: BEVERLY
STATE: MA
ZIP: 01915
BUSINESS PHONE: 6467128332
MAIL ADDRESS:
STREET 1: 138 CONANT STREET
CITY: BEVERLY
STATE: MA
ZIP: 01915
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LE Partners Holdings II LLC
CENTRAL INDEX KEY: 0001773035
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 19963776
BUSINESS ADDRESS:
STREET 1: 138 CONANT STREET
CITY: BEVERLY
STATE: MA
ZIP: 01915
BUSINESS PHONE: 6467128332
MAIL ADDRESS:
STREET 1: 138 CONANT STREET
CITY: BEVERLY
STATE: MA
ZIP: 01915
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LE Partners Holdings III LLC
CENTRAL INDEX KEY: 0001773036
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 19963777
BUSINESS ADDRESS:
STREET 1: 138 CONANT STREET
CITY: BEVERLY
STATE: MA
ZIP: 01915
BUSINESS PHONE: 6467128332
MAIL ADDRESS:
STREET 1: 138 CONANT STREET
CITY: BEVERLY
STATE: MA
ZIP: 01915
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LE Partners Holdings IV LLC
CENTRAL INDEX KEY: 0001773037
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 19963778
BUSINESS ADDRESS:
STREET 1: 138 CONANT STREET
CITY: BEVERLY
STATE: MA
ZIP: 01915
BUSINESS PHONE: 6467128332
MAIL ADDRESS:
STREET 1: 138 CONANT STREET
CITY: BEVERLY
STATE: MA
ZIP: 01915
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Crate Darrell W
CENTRAL INDEX KEY: 0001201028
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 19963779
MAIL ADDRESS:
STREET 1: 138 CONANT STREET
CITY: BEVERLY
STATE: MA
ZIP: 01915
FORMER NAME:
FORMER CONFORMED NAME: CRATE DARRELL W
DATE OF NAME CHANGE: 20021024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kalichstein Avshalom
CENTRAL INDEX KEY: 0001344074
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 19963780
MAIL ADDRESS:
STREET 1: 138 CONANT STREET
CITY: BEVERLY
STATE: MA
ZIP: 01915
FORMER NAME:
FORMER CONFORMED NAME: Kalichstein Avshalom Y
DATE OF NAME CHANGE: 20051110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Murphy John W
CENTRAL INDEX KEY: 0001773400
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 19963781
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEVIN CAPITAL STRATEGIES, L.P.
CENTRAL INDEX KEY: 0001354821
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34180
FILM NUMBER: 19963782
BUSINESS ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-259-0800
MAIL ADDRESS:
STREET 1: 595 MADISON AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FLUIDIGM CORP
CENTRAL INDEX KEY: 0001162194
STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826]
IRS NUMBER: 770513190
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7000 SHORELINE COURT
STREET 2: SUITE 100
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: 6502666000
MAIL ADDRESS:
STREET 1: 7000 SHORELINE COURT
STREET 2: SUITE 100
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2019-07-17
0
0001162194
FLUIDIGM CORP
FLDM
0001766150
Levin Easterly Partners LLC
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
0001773034
LE Partners Holdings LLC
138 CONANT STREET
BEVERLY
MA
01915
0
0
1
1
Passive Investor
0001773035
LE Partners Holdings II LLC
138 CONANT STREET
BEVERLY
MA
01915
0
0
1
1
Passive Investor
0001773036
LE Partners Holdings III LLC
138 CONANT STREET
BEVERLY
MA
01915
0
0
1
1
Passive Investor
0001773037
LE Partners Holdings IV LLC
138 CONANT STREET
BEVERLY
MA
01915
0
0
1
1
Passive Investor
0001201028
Crate Darrell W
138 CONANT STREET
BEVERLY
MA
01915
0
0
1
1
Passive Investor
0001344074
Kalichstein Avshalom
138 CONANT STREET
BEVERLY
MA
01915
0
0
1
1
Passive Investor
0001773400
Murphy John W
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
0001354821
LEVIN CAPITAL STRATEGIES, L.P.
595 MADISON AVENUE
17TH FLOOR
NEW YORK
NY
10022
0
0
1
1
Passive Investor
Common Stock
2019-07-17
4
S
0
134487
11.3184
D
10630626
I
By: Managed Accounts of Levin Easterly Partners LLC
Common Stock
2019-07-18
4
S
0
4853
11.4987
D
10625773
I
By: Managed Accounts of Levin Easterly Partners LLC
Common Stock
2019-07-18
4
S
0
175000
11.5
D
10450773
I
By: Managed Accounts of Levin Easterly Partners LLC
Common Stock
2019-07-19
4
S
0
83728
11.503
D
10367045
I
By: Managed Accounts of Levin Easterly Partners LLC
Common Stock
4996
I
By: A Managed Account of Levin Capital Strategies, LP
This Form 4 is being jointly filed by Levin Easterly Partners LLC ("Levin Easterly"), LE Partners Holdings LLC ("LEPH"), LE Partners Holdings II LLC ("LEPH II"), LE Partners Holdings III LLC ("LEPH III"), LE Partners Holdings IV LLC ("LEPH IV"), Darrell Crate ("Mr. Crate"), Avshalom Kalichstein ("Mr. Kalichstein"), John Murphy ("Mr. Murphy"), and Levin Capital Strategies, LP ("LCS") (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 10% 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. 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.
Shares held in certain separately managed accounts (the "LEP Managed Accounts"). Levin Easterly, as the investment manager to the LEP Managed Accounts, may be deemed to beneficially own such shares. Levin Easterly does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the LEP Managed Accounts as Levin Easterly receives an asset-based management fee for serving as investment manager to the LEP Managed Accounts, except that with respect to 110,601 shares held in the LEP Managed Accounts, Levin Easterly receives a performance-based incentive fee. The performance-based incentive fee Levin Easterly 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 nor more than 10% of the market value thereof.
For the reasons set forth above in footnote 3, none of LEPH, LEPH II, LEPH III, LEPH IV, Mr. Crate, Mr. Kalichstein and Mr. Murphy have a reportable pecuniary interest in the shares held in the LEP Managed Accounts.
Shares held in a certain separately managed account (the "LCS Managed Account"). LCS, as the investment manager to the LCS 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 LCS Managed Account as LCS receives an asset-based management fee for serving as investment manager to the LCS Managed Account.
For the reasons set forth above in footnote 5, Mr. Murphy does not have a reportable pecuniary interest in the shares held in the LCS Managed Account.
The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $11.295 and $11.405. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $11.485 and $11.505. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $11.50 and $11.51. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $11.470 and $11.535. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
Levin Easterly Partners; By: /s/ Darrell Crate, Chairman
2019-07-19
LE Partners Holdings LLC; By: /s/ Darrell Crate, Managing Director
2019-07-19
LE Partners Holdings II LLC; By: /s/ Darrell Crate, Managing Director
2019-07-19
LE Partners Holdings III LLC; By: /s/ Darrell Crate, Managing Director
2019-07-19
LE Partners Holdings IV LLC; By: /s/ Darrell Crate, Managing Director
2019-07-19
/s/ Darrell Crate
2019-07-19
/s/ Avshalom Kalichstein
2019-07-19
/s/ John Murphy
2019-07-19
Levin Capital Strategies, LP; By: /s/ John A. Levin, Chief Executive Officer
2019-07-19