0001144204-11-031330.txt : 20110520 0001144204-11-031330.hdr.sgml : 20110520 20110520131747 ACCESSION NUMBER: 0001144204-11-031330 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110520 DATE AS OF CHANGE: 20110520 GROUP MEMBERS: ANDREW SHPIZ GROUP MEMBERS: GREGORY BYLINSKY GROUP MEMBERS: JEFFERSON GRAMM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAKEMUSIC, INC. CENTRAL INDEX KEY: 0000920707 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411716250 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50055 FILM NUMBER: 11860737 BUSINESS ADDRESS: STREET 1: 7615 GOLDEN TRIANGLE DRIVE STREET 2: SUITE M CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 952-906-3690 MAIL ADDRESS: STREET 1: 7615 GOLDEN TRIANGLE DRIVE STREET 2: SUITE M CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: MAKEMUSIC INC DATE OF NAME CHANGE: 20020522 FORMER COMPANY: FORMER CONFORMED NAME: NET4MUSIC INC DATE OF NAME CHANGE: 20001113 FORMER COMPANY: FORMER CONFORMED NAME: CODA MUSIC TECHNOLOGY INC DATE OF NAME CHANGE: 19950531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bandera Partners LLC CENTRAL INDEX KEY: 0001399386 IRS NUMBER: 205269850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 50 BROAD STREET, SUITE 1820 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122324582 MAIL ADDRESS: STREET 1: 50 BROAD STREET, SUITE 1820 CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G 1 v223573_sc13g.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*
 
MakeMusic, Inc.
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

56086P202
(CUSIP Number)

May 10, 2011
(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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 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).
 
 
Page 1 of 14 Pages
 
 
CUSIP No. 56086P202                                                               Schedule 13G
   
   
1) NAMES OF REPORTING PERSONS
Bandera Partners LLC
   
   
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  
 
(a) o
 
(b) x
   
   
3) SEC USE ONLY
  
   
   
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5)  SOLE VOTING POWER
266,725
   
   
6)  SHARED VOTING POWER
0
   
   
7)  SOLE DISPOSITIVE POWER
266,725
   
   
8) SHARED DISPOSITIVE POWER
0
   
   
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,725
   
   
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES    CERTAIN SHARES (SEE INSTRUCTIONS)
   o
   
   
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
   
   
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
   
 
 
Page 2 of 14 Pages
 
 
CUSIP No. 56086P202                                                               Schedule 13G
   
   
1) NAMES OF REPORTING PERSONS
 Gregory Bylinsky
   
   
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  
 
(a) o
 
(b) x
   
   
3) SEC USE ONLY
  
   
   
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
   
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5)  SOLE VOTING POWER
0
   
   
6)  SHARED VOTING POWER
266,725
   
   
7)  SOLE DISPOSITIVE POWER
0
   
   
8) SHARED DISPOSITIVE POWER
266,725
   
   
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,725
   
   
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES    CERTAIN SHARES (SEE INSTRUCTIONS)
   o
   
   
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
   
   
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
   
 
 
Page 3 of 14 Pages
 
 
CUSIP No. 56086P202                                                               Schedule 13G
   
   
1) NAMES OF REPORTING PERSONS
 Jefferson Gramm
   
   
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  
 
(a) o
 
(b) x
   
   
3) SEC USE ONLY
  
   
   
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
   
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5)  SOLE VOTING POWER
0
   
   
6)  SHARED VOTING POWER
266,725
   
   
7)  SOLE DISPOSITIVE POWER
0
   
   
8) SHARED DISPOSITIVE POWER
266,725
   
   
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,725
   
   
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES    CERTAIN SHARES (SEE INSTRUCTIONS)
   o
   
   
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
   
   
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
   
 
 
Page 4 of 14 Pages
 
 
CUSIP No. 56086P202                                                               Schedule 13G
   
   
1) NAMES OF REPORTING PERSONS
 Andrew Shpiz
   
   
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  
 
(a) o
 
(b) x
   
   
3) SEC USE ONLY
  
   
   
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
   
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5)  SOLE VOTING POWER
0
   
   
6)  SHARED VOTING POWER
266,725
   
   
7)  SOLE DISPOSITIVE POWER
0
   
   
8) SHARED DISPOSITIVE POWER
266,725
   
   
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,725
   
   
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES    CERTAIN SHARES (SEE INSTRUCTIONS)
   o
   
   
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
   
   
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
   
 
 
Page 5 of 14 Pages
 

Item 1(a).   
Name of Issuer:     MakeMusic, Inc.
Item 1(b).
Address of Issuer’s Principal Executive Offices:

7615 Golden Triangle Drive, Suite M
Eden Prairie, Minnesota  55344-3848
Item 2(a).    
Name of Person Filing:

This Schedule is being filed jointly by the following reporting persons (hereinafter sometimes collectively referred to as the “Reporting Persons”) pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:

(i)  Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”);

(ii)  Gregory Bylinsky;

(iii)  Jefferson Gramm; and

(iv)  Andrew Shpiz.

 
Bandera Partners, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz are filing this Schedule with respect to 266,725 shares of Common Stock (the “Master Fund’s Shares”) directly owned by Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera Master Fund”).

 
Bandera Partners is the investment manager of Bandera Master Fund and may be deemed to have beneficial ownership over the Master Fund’s Shares by virtue of the sole and exclusive authority granted to Bandera Partners by Bandera Master Fund to vote and dispose of the Master Fund’s Shares.

 
Mr. Bylinsky, Mr. Gramm and Mr. Shpiz are Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners.
 
 
 
Page 6 of 14 Pages
 
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:

 
The principal business office address of each of Bandera Partners, Gregory Bylinsky, Jefferson Gramm and Andrew Shpiz is:

50 Broad Street, Suite 1820
New York, New York 10004

Item 2(c).   
Citizenship:

 
The place of organization or citizenship of each of the Reporting Persons is as follows:

Name of Reporting Person
Place of Organization/Citizenship
Bandera Partners LLC
Delaware
Gregory Bylinsky
United States
Jefferson Gramm
United States
Andrew Shpiz
United States
 
Item 2(d).      
Title of Class of Securities:    Common Stock, par value $0.01
Item 2(e). 
CUSIP Number:     56086P202
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 
Not Applicable.
 
 
Page 7 of 14 Pages
 
 
 
Item 4. 
Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(i)  Bandera Partners LLC
 
 
(a) Amount beneficially owned:
266,725
     
 
(b) Percent of class:
5.5%
     
 
(c) Number of shares as to which the person has:
  
     
 
(i) Sole power to vote or to direct the vote
266,725
     
 
(ii) Shared power to vote or to direct the vote
0
     
 
(iii) Sole power to dispose or to direct the disposition of
266,725
     
 
(iv) Shared power to dispose or to direct the disposition of
0
 
(ii)  Gregory Bylinsky

 
(a) Amount beneficially owned:
266,725
     
 
(b) Percent of class:
5.5%
     
 
(c) Number of shares as to which the person has:
  
     
 
(i) Sole power to vote or to direct the vote
0
     
 
(ii) Shared power to vote or to direct the vote
266,725
     
 
(iii) Sole power to dispose or to direct the disposition of
0
     
 
(iv) Shared power to dispose or to direct the disposition of
266,725
 
 
Page 8 of 14 Pages
 
 
(iii)  Jefferson Gramm
 
 
(a) Amount beneficially owned:
266,725
     
 
(b) Percent of class:
5.5%
     
 
(c) Number of shares as to which the person has:
  
     
 
(i) Sole power to vote or to direct the vote
0
     
 
(ii) Shared power to vote or to direct the vote
266,725
     
 
(iii) Sole power to dispose or to direct the disposition of
0
     
 
(iv) Shared power to dispose or to direct the disposition of
266,725

(iv)  Andrew Shpiz
 
 
(a) Amount beneficially owned:
266,725
     
 
(b) Percent of class:
5.5%
     
 
(c) Number of shares as to which the person has:
  
     
 
(i) Sole power to vote or to direct the vote
0
     
 
(ii) Shared power to vote or to direct the vote
266,725
     
 
(iii) Sole power to dispose or to direct the disposition of
0
     
 
(iv) Shared power to dispose or to direct the disposition of
266,725
 
The number of shares beneficially owned and the percentage of outstanding shares represented thereby for each Reporting Person have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.  The percentages of ownership described above are based on 4,859,644 shares of Common Stock issued and outstanding as of April 29, 2011, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2011.

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
 
 
Page 9 of 14 Pages
 
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

 
The right to receive dividends from, or the proceeds from the sale of, the Master Fund’s Shares is held by Bandera Master Fund, a private investment fund for which Bandera Partners serves as investment manager.  Bandera Partners, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz disclaim beneficial ownership of the Master Fund’s Shares reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
 
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.

Not Applicable.
Item 9.     
Notice of Dissolution of Group.

Not Applicable.
 
 
 
Page 10 of 14 Pages
 
 
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 the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.

Dated:  May 20, 2011
 
 
BANDERA PARTNERS LLC
  
       
 
By:
/s/ Gregory Bylinsky  
    Gregory Bylinsky  
    Managing Director  
       
 
 
Page 11 of 14 Pages
 
 
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 the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.

Dated:  May 20, 2011
 
 
By:
/s/ Gregory Bylinsky  
    Gregory Bylinsky  
 
 
Page 12 of 14 Pages
 

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 the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.

Dated:  May 20, 2011
 
 
By:
/s/ Jefferson Gramm  
   
Jefferson Gramm
  
 
 
Page 13 of 14 Pages
 
 
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 the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.

Dated:  May 20, 2011
 
 
By:
/s/ Andrew Shpiz  
   
Andrew Shpiz
  
 
 
Page 14 of 14 Pages
 
 
EXHIBIT A
AGREEMENT OF JOINT FILING
MAKEMUSIC, INC.
COMMON STOCK

           In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13G and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 20th day of May, 2011.
 
 
BANDERA PARTNERS LLC
  
       
 
By:
/s/ Gregory Bylinsky  
    Gregory Bylinsky  
    Managing Director  
 
 
By:
/s/ Gregory Bylinsky  
    Gregory Bylinsky  
 
 
By:
/s/ Jefferson Gramm  
   
Jefferson Gramm
  

 
By:
/s/ Andrew Shpiz  
   
Andrew Shpiz