0001104659-11-006808.txt : 20110211 0001104659-11-006808.hdr.sgml : 20110211 20110211151827 ACCESSION NUMBER: 0001104659-11-006808 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: DANA D. MESSINA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRKLAND KYLE R CENTRAL INDEX KEY: 0001181106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEINWAY MUSICAL INSTRUMENTS INC CENTRAL INDEX KEY: 0000911583 STANDARD INDUSTRIAL CLASSIFICATION: MUSICAL INSTRUMENTS [3931] IRS NUMBER: 351910745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46651 FILM NUMBER: 11598492 BUSINESS ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 305 CITY: WALTHAM STATE: MA ZIP: 02453-1472 BUSINESS PHONE: 7818949770 MAIL ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 305 CITY: WALTHAM STATE: MA ZIP: 02453-1472 FORMER COMPANY: FORMER CONFORMED NAME: SELMER INDUSTRIES INC DATE OF NAME CHANGE: 19940209 SC 13G/A 1 a11-5517_1sc13ga.htm SC 13G/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 4)*

STEINWAY MUSICAL INSTRUMENTS, INC.

(Name of Issuer)

Ordinary Common Stock, par value $0.001 per share

(Title of Class of Securities)

858495104

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*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 on 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).

SCHEDULE 13G

CUSIP No. 858495104

	1	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Kyle R. Kirkland

	2	Check the Appropriate Box if a Member of a Group*
		(a)		x
		(b)		o

	3	SEC Use Only

	4	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 305,588

			6		Shared Voting Power 1,131

			7		Sole Dispositive Power 305,588

			8		Shared Dispositive Power 1,131

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 306,719

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

	11	Percent of Class Represented by Amount in Row (9) 2.53%

	12	Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 858495104

	1	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Dana D. Messina

	2	Check the Appropriate Box if a Member of a Group*
		(a)		x
		(b)		o

	3	SEC Use Only

	4	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 499,764

			6		Shared Voting Power 1,131

			7		Sole Dispositive Power 499,764

			8		Shared Dispositive Power 1,131

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 500,895

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

	11	Percent of Class Represented by Amount in Row (9) 4.12%

	12	Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1.
	(a)	Name of Issuer Steinway Musical Instruments, Inc.
	(b)	800 South Street, Suite 305, Waltham, Massachusetts 02453

Item 2.
	(a)	Person Filing Kyle R. Kirkland		(a)	Dana D. Messina
	(b)	c/o Steinway Musical Instruments, Inc. 800 South Street, Suite 305 Waltham, Massachusetts 02453		(b)	c/o Steinway Musical Instruments, Inc. 800 South Street, Suite 305 Waltham, Massachusetts 02453
	(c)	United States of America		(c)	United States of America
	(d)	See cover page		(d)	See cover page
	(e)	See cover page		(e)	See cover page

Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Exchange Act;
	(b)	o	Bank as defined in section 3(a)(6) of the Exchange Act;
	(c)	o	Insurance company as defined in section 3(a)(19) of the Exchange Act;
	(d)	o	Investment company registered under section 8 of the Investment Company Act;
	(e)	o	Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
	(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.	Ownership
Kyle Kirkland:
	(a)	Amount beneficially owned: 306,719, determined by adding (i) 2,000 shares of Ordinary Common Stock owned by Mr. Kirkland, (ii) 76,640 shares of Ordinary Common Stock subject to options exercisable within 60 days of February 3, 2011, (iii) 226,948 shares of Ordinary Common Stock issuable upon conversion of 226,948 shares of Class A Common Stock owned by Mr. Kirkland, and (iv) 1,131 shares of Ordinary Common Stock held by an entity in which Mr. Kirkland holds an equity interest.
	(b)	Percent of class: Based on the Issuer’s Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2010, filed with the Securities and Exchange Commission on November 5, 2010, the percentage of the class represented by the amount in Item 4(a) is 2.53%%, which is based on a total of 12,131,252 shares, determined by adding (i) 11,576,660 shares of Ordinary Common Stock outstanding as of November 4, 2010, (ii) 477,952 shares of Class A Common Stock outstanding as of November 4, 2010 and (iii) 76,640 shares of Ordinary Common Stock, subject to options exercisable by Mr. Kirkland within 60 days of February 3, 2011. Each share of Class A Common Stock entitles its holder to 98 votes.
	(c)	Number of shares as to which Mr. Kirkland has:
		(i)	Sole power to vote or direct the vote: 305,588
		(ii)	Shared power to vote or direct the vote: 1,131
		(iii)	Sole power to dispose or direct disposition of: 305,588
		(iv)	Shared power to dispose or direct disposition of: 1,131
		Mr. Kirkland shares voting and dispositive power with respect to 1,131 shares of Ordinary Common Stock with Dana D. Messina, who also owns an equity interest in the entity which holds such shares. Mr. Kirkland expressly declares that the filing of this statement as a “group” shall not be construed as an admission that Mr. Kirkland is the beneficial owner of any other shares of Ordinary Common Stock or Class A Common Stock held by Mr. Messina or any other person or entity.
Dana D. Messina: (a) Amount beneficially owned: 500,895, determined by adding (i) 146,440(1) shares of Ordinary Common Stock owned by Mr. Messina, (ii) 102,320 shares of Ordinary Common Stock subject to options exercisable within 60 days of February 3, 2011, (iii) 251,004 shares of Ordinary Common Stock issuable upon conversion of 251,004 shares of Class A Common Stock owned by Mr. Messina, and (iv) 1,131 shares of Ordinary Common Stock held by an entity in which Mr. Messina holds an equity interest. (b) Percent of class: Based on the Issuer’s Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2010, filed with the

(1) Includes 20,000 shares of restricted stock granted to Mr. Messina on January 26, 2011 under the Steinway Musical Instruments, Inc. 2006 Stock Compensation Plan (the “Plan”). Of these shares one-third vest on January 26,2012, one-third vest on January 26, 2013 and one-third vest on January 26, 2014; however, all unvested shares vest immediately prior to a Change of Control (as defined in the Plan).

Securities and Exchange Commission on November 5, 2010, the percentage of the class represented by the amount in Item 4(a) is 4.12%, which is based on a total of 12,156,932 shares, determined by adding (i) 11,576,660 shares of Ordinary Common Stock outstanding as of November 4, 2010, (ii) 477,952 shares of Class A Common Stock outstanding as of November 4, 2010 and (iii) 102,320 shares of Ordinary Common Stock subject to options exercisable by Mr. Messina within 60 days of February 3, 2011. Each share of Class A Common Stock entitles its holder to 98 votes.

(i) Sole power to vote or direct the vote: 499,764

(ii) Shared power to vote or direct the vote: 1,131

(iii) Sole power to dispose or direct disposition of: 499,764

(iv) Shared power to dispose or direct disposition of: 1,131

Mr. Messina shares voting and dispositive power with respect to 1,131 shares of Ordinary Common Stock with Kyle Kirkland, who also owns an equity interest in the entity which holds such shares. Mr. Messina expressly declares that the filing of this statement as a “group” shall not be construed as an admission that Mr. Messina is the beneficial owner of any other shares of Ordinary Common Stock or Class A Common Stock held by Mr. Kirkland or any other person or entity.

Item 5.	Ownership of Five Percent or Less of a Class
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 o.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.

Item 8.	Identification and Classification of Members of the Group
See Exhibit A.

Item 9.	Notice of Dissolution of Group
Not applicable.

Item 10.	Certification
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.

	February 11, 2011


		/s/ Kyle R. Kirkland
		Kyle R. Kirkland


		/s/ Dana D. Messina
		Dana D. Messina

SCHEDULE 13G

EXHIBIT A

IDENTIFICATION OF MEMBERS OF THE GROUP

Kyle R. Kirkland

Dana D. Messina

EX-99.1 2 a11-5517_1ex99d1.htm EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby acknowledge and agree, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G amendment to which this Agreement is attached as Exhibit 99.1, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.

Dated: February 11, 2011

	/s/ Dana D. Messina
	Dana D. Messina


	/s/ Kyle R. Kirkland
	Kyle R. Kirkland