SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
NUSSBACHER KENNETH J

(Last) (First) (Middle)
C/O FLUIDIGM CORPORATION
7000 SHORELINE COURT SUITE 100

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2011
3. Issuer Name and Ticker or Trading Symbol
FLUIDIGM CORP [ FLDM ]
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 of 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
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)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) (1) Common Stock 8,670(2) 8.38 D
Stock Option (Right to Buy) (3) (3) Common Stock 8,670(2) 4.45 D
Stock Option (Right to Buy) (4) (4) Common Stock 16,515(2) 4.45 D
Stock Option (Right to Buy) (5) (5) Common Stock 16,515(2) 1.82 D
Explanation of Responses:
1. 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.
2. Reflects a 1-for-1.73 reverse stock split of the Issuer's outstanding shares effected February 3, 2011.
3. The Option fully vested on January 28, 2011 and shall expire on December 27, 2017.
4. This Option was originally granted on December 28, 2007 and re-granted on December 23, 2009 as part of the Issuer's repricing. 12,042 shares subject to the Option were vested as of the re-grant date and thereafter 344 shares vested monthly. The Option fully vested on January 1, 2011 and shall expire on December 27, 2017.
5. The Option fully vested on October 1, 2006 and shall expire on March 10, 2013.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Gajus V. Worthington, attorney-in-fact 02/09/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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                             POWER OF ATTORNEY

The undersigned,  as a Section 16 reporting person of Fluidigm Corporation (the
"Company"),  hereby constitutes and appoints the officers of the Company and the
responsible  attorneys and paralegals of Wilson Sonsini Goodrich & Rosati, P.C.,
and each of them, the undersigned's true and lawful attorney-in-fact to:

     1.   complete and execute Forms ID, 3,4 and 5 and other forms and all
          amendments thereto as such attorney-in-fact shall in his or her
          discretion determine to be required or advisable pursuant to Section
          16 of the Securities Exchange Act of 1934 (as amended) and the rules
          and regulations promulgated thereunder, or any successor laws and
          regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of the Company; and

     2.   do all acts necessary in order to file such forms with the Securities
          and Exchange Commission, any securities exchange or national
          association, the Company and such other person or agency as the
          attorney-in-fact shall deem appropriate.

     The undersigned hereby ratifies and confirms all that said attorney-in-fact
and agents shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of February, 2011.

                             Signature: /s/ Kenneth Nussbacher
                                        ---------------------------------------
                                        Kenneth Nussbacher