Steven McPhail Form 4 FLUIDIGM / Steven McPhail ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McPhail Steven

(Last) (First) (Middle)

C/O FLUIDIGM CORPORATION

7000 SHORELINE COURT, SUITE 100

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2017

4. 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 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)
			Code	V	Amount	(A) or (D)	Price

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$25.23	09/20/2017		D			31,000	(1)	05/21/2025	Common Stock	31,000	(2)	0	D
Employee Stock Option (Right to Buy)	$5.13	09/20/2017		A		7,127		(3)	09/20/2027	Common Stock	7,127	(2)	7,127	D
Employee Stock Option (Right to Buy)	$7.1	09/20/2017		D			13,500	(4)	03/04/2026	Common Stock	13,500	(5)	0	D
Employee Stock Option (Right to Buy)	$5.13	09/20/2017		A		8,941		(3)	(6)	Common Stock	8,941	(5)	8,941	D
Employee Stock Option (Right to Buy)	$6.16	09/20/2017		D			51,375	(7)	02/13/2027	Common Stock	51,375	(8)	0	D
Employee Stock Option (Right to Buy)	$5.13	09/20/2017		A		36,697		(3)	(6)	Common Stock	36,697	(8)	36,697	D

Explanation of Responses:

1. The Option provided for vesting of 12/48th of the total number of shares subject to the Option on May 7, 2016 and thirty-six equal monthly installments beginning on June 7, 2017.

2. On September 20, 2017, the Issuer cancelled, pursuant to the Issuer's option exchange program, an Option for 31,000 shares of FLDM common stock granted to the Reporting Person on May 21, 2015. In exchange, the Reporting Person received a replacement Option, for 7,127 shares, having an exercise price of $5.13 per share.

3. 1/12th of the total number of shares underlying the Option will vest on February 20, 2018, and 1/12th of the total number of shares underlying the Option granted will vest every three months thereafter until fully vested, subject to the Reporting Person's continued status as a Service Provider as defined in the Company's 2011 Equity Incentive Plan through the applicable vest date.

4. The Option provided for vesting in forty-eight equal monthly installments beginning on February 1, 2016.

5. On September 20, 2017, the Issuer cancelled, pursuant to the Issuer's option exchange program, an Option for 13,500 shares of FLDM common stock granted to the Reporting Person on March 4, 2016. In exchange, the Reporting Person received a replacement Option, for 8,941 shares, having an exercise price of $5.13 per share.

6. The Option expiration date is September 20, 2027.

7. The Option provided for vesting in forty-eight equal monthly installments beginning on February 1, 2017.

8. On September 20, 2017, the Issuer cancelled, pursuant to the Issuer's option exchange program, an Option for 51,375 shares of FLDM common stock granted to the Reporting Person on February 13, 2017. In exchange, the Reporting Person received a replacement Option, for 36,697 shares, having an exercise price of $5.13 per share.

Remarks:

	/s/ Nicholas Khadder, Attorney-in-fact	09/22/2017
	** Signature of Reporting Person	Date
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