-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NOsdRwBTnGcpkXvL5Cf00jBiQgPa+5htq/7gEyT+jQz+cl6XJrCBOWYsirxSA8Ph NNLzZdIa8ypLOgM9DU74gg== 0001047469-98-004931.txt : 19980212 0001047469-98-004931.hdr.sgml : 19980212 ACCESSION NUMBER: 0001047469-98-004931 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980211 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CODA MUSIC TECHNOLOGY 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/A SEC ACT: SEC FILE NUMBER: 005-50055 FILM NUMBER: 98531995 BUSINESS ADDRESS: STREET 1: 6210 BURY DR CITY: EDEN PRAIRIE STATE: MN ZIP: 55436-1718 BUSINESS PHONE: 6129379611 MAIL ADDRESS: STREET 1: 6210 BURY DR CITY: EDEN PRAIRIE STATE: MN ZIP: 55346-1718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRATTAIN DONALD R CENTRAL INDEX KEY: 0000903621 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 601 CARLSON PKWY STE 1140 CITY: MINNEAPOLIS STATE: MN ZIP: 55305 BUSINESS PHONE: 6124494490 SC 13G/A 1 SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* Coda Music Technology, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, No Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 19188P 10 8 ------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 7 pages - ------------------------- -------------------------- CUSIP NO. 19188P 10 8 13G PAGE 2 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donald R. Brattain Social Security No. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES 40,000 (a) BENEFICIALLY ---------------------------------------------------------------- OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON 147,026 (a) WITH ---------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 40,000 (a) ---------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 147,026 (a) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 187,026 (a) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 7 pages NOTES (a) The reporting person directly beneficially owns 25,000 shares of the Issuer's common stock, and warrants to purchase 15,000 shares of the Issuer's Common Stock. The reporting person is a general partner of the general partner of Founding Partners II Limited Partnership, which directly beneficially owns 122,026 shares of the Issuer's common stock, and warrants to purchase 25,000 shares of the Issuer's Common Stock. As a general partner of the general partner of Founding Partners II Limited Partnership, the reporting person may be deemed to have an indirect pecuniary interest in the holdings of Founding Partners II Limited Partnership to the extent of his proportionate partnership interest in the limited partnership. Page 3 of 7 pages SCHEDULE 13 G ITEM 1. (a) Name of Issuer Coda Music Technology, Inc. (b) Address of Issuer's Principal Executive Offices 6210 Bury Drive Eden Prairie, MN 55346-1718 ITEM 2. (a) Name of Person Filing Donald R. Brattain (b) Address of Principal Business Office or, if none, Residence 601 Carlson Parkway, #1140 Minnetonka, MN 55305 (c) Citizenship USA (d) Title of Class of Securities Common Stock, No Par Value (e) CUSIP Number 19188P 10 8 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: Not Applicable (a) ____ Broker or Dealer registered under Section 15 of the Act Page 4 of 7 pages (b) ____ Bank as defined in section 3(a)(6) of the Act (c) ____ Insurance Company as defined in section 3(a)(19) of the Act (d) ____ Investment Company registered under section 8 of the Investment Company Act (e) ____ Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) ____ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) (g) ____ Parent Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See Item 7) (h) ____ Group, in accordance with Rule 13d-1(b)(1)(ii)(H) ITEM 4. OWNERSHIP If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned 187,026 (a) (b) Percent of Class 3% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 40,000 (a) Page 5 of 7 pages (ii) shared power to vote or to direct the vote 147,026 (a) (iii) sole power to dispose or to direct the disposition of 40,000 (a) (iv) shared power to dispose or to direct the disposition of 147,026 (a) ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Reporting person's stock of Issuer has fallen below five percent. 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 Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable 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 acquired in the ordinary course of business and Page 6 of 7 pages were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned, Donald R. Brattain, certifies that the information set forth in this statement is true, complete and correct. Dated: February 9, 1998 /s/ Donald R. Brattain ---------------------------------------- Donald R. Brattain Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----