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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.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
19188P 10 8
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(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
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CUSIP NO. 19188P 10 8 13G PAGE 2 OF 7 PAGES
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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) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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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)
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8 SHARED DISPOSITIVE POWER
147,026 (a)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,026 (a)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 7 pages
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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
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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
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(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
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(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
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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
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Donald R. Brattain
Page 7 of 7 pages
