Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 12:03PM
Edgar (US Regulatory)
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UNITED
STATES
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OMB
APPROVAL
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SECURITIES
AND EXCHANGE COMMISSION
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OMB
Number: 3235-0145
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Washington,
D.C. 20549
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Expires:
February 28, 2009
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Estimated
average burden
hours per response. . . . . . . .10.4
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SCHEDULE
13G
Under the Securities Exchange Act of
1934
(Amendment No. 10 )*
Fluidigm Corp.
(Name of Issuer)
Common
(Title of Class of Securities)
34385P108
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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 control number.
SEC 1745 (3-06)
CUSIP
No. 34385P108
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
PRIMECAP Management Company 95-3868081
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105
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Number
of
Shares
Beneficially by
Owned by Each
Reporting
Person With:
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5.
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Sole
Voting Power
5,433,843
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
5,433,843
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8.
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Shared
Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
5,433,843
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent
of Class Represented by Amount in Row (9)
7.33 %
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12.
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Type
of Reporting Person (See Instructions)
IA
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Item 1.
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(a)
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Name
of Issuer
Fluidigm Corp.
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(b)
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Address
of Issuer’s Principal Executive Offices
2 Tower Place, Suite 2000, South San Francisco, CA 94080
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Item 2.
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(a)
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Name
of Person Filing
PRIMECAP Management Company
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(b)
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Address
of Principal Business Office or, if none, Residence
177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105
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(c)
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Citizenship
U.S.A.
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(d)
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Title
of Class of Securities
Common
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(e)
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CUSIP
Number
34385P108
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Item
3.
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If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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x
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
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(a)
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Amount beneficially owned:
5,433,843.
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(b)
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Percent of class:
7.33 %.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
5,433,843.
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(ii)
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Shared power to vote or to direct the vote
0.
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(iii)
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Sole power to dispose or to direct the disposition
of
5,433,843.
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(iv)
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Shared power to dispose or to direct the disposition
of
0.
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Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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Item 5.
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Ownership
of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ¨.
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Instruction:
Dissolution of a group requires a response to this item.
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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If
a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has
filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
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Item 8.
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Identification
and Classification of Members of the Group
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If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
§240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
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Item 9.
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Notice of
Dissolution of Group
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Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.
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Item 10. Certification
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(a)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
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(b)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 12, 2021
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Date
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/s/ Jennifer Ottosen
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Signature
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Jennifer Ottosen, CCO
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Name/Title
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The original statement
shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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