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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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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. 5)*
STEINWAY MUSICAL INSTRUMENTS, INC.
(Name of Issuer)
Ordinary Common Stock, par value $0.001 per share
(Title of Class of Securities)
858495104
(CUSIP Number)
June 2, 2011
(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 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).
*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.
CUSIP No. 858495104 |
SCHEDULE 13G |
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Name of Reporting Person Kyle R. Kirkland | |||||
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2 |
Check the Appropriate Box if a Member of a Group* | |||||
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(a) |
x | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person* | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 858495104 |
SCHEDULE 13G |
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1 |
Name of Reporting Person Dana D. Messina | |||||
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2 |
Check the Appropriate Box if a Member of a Group* | |||||
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(a) |
x | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person* | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. |
Name of Issuer | ||||
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(a) |
Steinway Musical Instruments, Inc. | |||
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(b) |
800 South Street, Suite 305, Waltham, Massachusetts 02453 | |||
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Item 2. |
Person Filing |
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(a) |
Kyle R. Kirkland |
(a) |
Dana D. Messina | |
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(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 | |
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(c) |
United States of America |
(c) |
United States of America | |
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(d) |
See cover page |
(d) |
See cover page | |
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(e) |
See cover page |
(e) |
See cover page | |
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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: | ||||
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(a) |
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Broker or dealer registered under section 15 of the Exchange Act; | ||
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(b) |
o |
Bank as defined in section 3(a)(6) of the Exchange Act; | ||
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Exchange Act; | ||
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act; | ||
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(e) |
o |
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
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(f) |
o |
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
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(g) |
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A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); | ||
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(h) |
o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
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(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; | ||
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(j) |
o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
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Item 4. |
Ownership | ||||
This Amendment No. 5 is being made to disclose the consummation of the sale of 477,952 shares of Class A Common Stock held by Kyle Kirkland and Dana Messina (together, Sellers) pursuant to the terms of a Stock Transfer Agreement (filed by Issuer as Exhibit 99.3 to Issuers Report on Form 8-K dated April 29, 2011, and incorporated by reference herein). Upon consummation of the sale, | |||||
ValueAct SmallCap Master Fund, L.P. and Samick Musical Instruments Co., Ltd. acquired 477,952 shares of Ordinary Common Stock (following the automatic coversion of the Class A Common Stock to Ordinary Common Stock based on the conversion ratio of one share of Class A Common Stock for one share of Ordinary Common Stock) (the "Transaction"). As a result of the consummation of the Transaction, the reporting person has ceased to be the beneficial owner of more than five percent of Ordinary Common Stock.
Kyle Kirkland: | |||
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(a) |
Amount beneficially owned: 85,771, determined by adding (i) 2,000 shares of Ordinary Common Stock owned by Mr. Kirkland, (ii) 82,640 shares of Ordinary Common Stock subject to options exercisable within 60 days of May 27, 2011, and (iii) 1,131 shares of Ordinary Common Stock held by an entity in which Mr. Kirkland holds an equity interest. | |
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(b) |
Percent of class: Based on the Issuers Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2011, filed with the Securities and Exchange Commission on May 10, 2011, the percentage of the class represented by the amount in Item 4(a) is 0.70%, which is based on a total of 12,182,152 shares, determined by adding (i) 11,621,560 shares of Ordinary Common Stock outstanding as of May 6, 2011, (ii) 477,952 shares of Class A Common Stock outstanding as of May 6, 2011 (which shares were automatically converted to Ordinary Common Stock, based on the conversion ratio of one share of Class A Common Stock for one share of Ordinary Common Stock, in connection with the consummation of the Transaction on June 2, 2011) and (iii) 82,640 shares of Ordinary Common Stock, subject to options exercisable by Mr. Kirkland within 60 days of May 27, 2011. | |
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(c) |
Number of shares as to which Mr. Kirkland has:
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(i) |
Sole power to vote or direct the vote: 84,640 |
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(ii) |
Shared power to vote or direct the vote: 1,131 |
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(iii) |
Sole power to dispose or direct disposition of: 84,640 |
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(iv) |
Shared power to dispose or direct disposition of: 1,131 |
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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 held by Mr. Messina or any other person or entity. |
Dana D. Messina: | |||
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(a) |
Amount beneficially owned: 255,891, determined by adding (i) 146,440(1) shares of Ordinary Common Stock owned by Mr. Messina, (ii) 108,320 shares of Ordinary Common Stock subject to options exercisable within 60 days of May 27, 2011, and (iii) 1,131 shares of Ordinary Common Stock held by an entity in which Mr. Messina holds an equity interest. | |
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(b) |
Percent of class: Based on the Issuers Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2011, filed with the Securities and Exchange Commission on May 10, 2011, the percentage of the class represented by the amount in Item 4(a) is 2.10%, which is based on a total of 12,207,832 shares, determined by adding (i) 11,621,560 shares of Ordinary Common Stock outstanding as of November 4, 2010, (ii) 477,952 shares of Class A Common Stock outstanding as of May 6, 2011 (which shares automatically converted to Ordinary Common Stock, based on the conversion ratio of one share of Class A Common Stock for one share of Ordinary Common Stock, in connection with the consummation of the Transaction on June 2, 2011) and (iii) 108,320 shares of Ordinary Common Stock subject to options exercisable by Mr. Messina within 60 days of May 27, 2011. | |
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(c) |
Number of shares as to which Mr. Messina has:
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(i) |
Sole power to vote or direct the vote: 254,760 |
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(ii) |
Shared power to vote or direct the vote: 1,131 |
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(iii) |
Sole power to dispose or direct disposition of: 254,760 |
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(iv) |
Shared power to dispose or direct disposition of: 1,131 |
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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 held by Mr. Kirkland or any other person or entity. |
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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 x. |
(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) which vested as a result of the consummation of the Transaction.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable. | |
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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. | |
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Item 8. |
Identification and Classification of Members of the Group |
See Exhibit A. | |
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Item 9. |
Notice of Dissolution of Group |
Not applicable. | |
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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.
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June 2, 2011 |
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/s/ Kyle R. Kirkland |
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Kyle R. Kirkland |
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/s/ Dana D. Messina |
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Dana D. Messina |
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: June 2, 2011
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/s/ Dana D. Messina |
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Dana D. Messina |
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/s/ Kyle R. Kirkland |
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Kyle R. Kirkland |