CUSIP No. 858495104
|
13D
|
Page 1 of 5
|
1
|
NAME OF REPORTING PERSONS
Samick Musical Instruments Co, Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (1)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
3,768,554 (2)
|
8
|
SHARED VOTING POWER
244,700 (2)
|
9
|
SOLE DISPOSITIVE POWER
3,768,554 (2)
|
10
|
SHARED DISPOSITIVE POWER
244,700 (2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,013,254 (2)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) –
32.0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
(1) See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
(2) See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
CUSIP No. 858495104
|
13D
|
Page 2 of 5
|
1
|
NAME OF REPORTING PERSONS
Opus Five Investment 1, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (1)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (2)
|
8
|
SHARED VOTING POWER
244,700 (2)
|
9
|
SOLE DISPOSITIVE POWER
0 (2)
|
10
|
SHARED DISPOSITIVE POWER
244,700 (2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,700 (2)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) –
2.0%
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1) See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
(2) See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
CUSIP No. 858495104
|
13D
|
Page 3 of 5
|
1
|
NAME OF REPORTING PERSONS
Opus Five Investment, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (1)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (2)
|
8
|
SHARED VOTING POWER
244,700 (2)
|
9
|
SOLE DISPOSITIVE POWER
0 (2)
|
10
|
SHARED DISPOSITIVE POWER
244,700 (2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,700 (2)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) –
2.0%
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1) See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
(2) See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
CUSIP No. 858495104
|
13D
|
Page 4 of 5
|
1
|
NAME OF REPORTING PERSONS
Jong Sup Kim
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (1)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (2)
|
8
|
SHARED VOTING POWER
4,013,254 (2)
|
9
|
SOLE DISPOSITIVE POWER
0 (2)
|
10
|
SHARED DISPOSITIVE POWER
4,013,254 (2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,013,254 (2)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) –
32.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1) See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
(2) See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
CUSIP No. 858495104
|
13D
|
Page 5 of 5
|
1
|
NAME OF REPORTING PERSONS
Sam Song Caster Co., Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (1)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (2)
|
8
|
SHARED VOTING POWER
244,700 (2)
|
9
|
SOLE DISPOSITIVE POWER
0 (2)
|
10
|
SHARED DISPOSITIVE POWER
244,700 (2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,700 (2)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) –
2.0 %
|
14
|
TYPE OF REPORTING PERSON
CO
|
(1) See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
(2) See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
This Amendment No. 10 to Schedule 13D (this “
Amendment
”) amends the Statement on Schedule 13D filed on November 13, 2009 by Samick Musical Instruments Co., Ltd., a Korean corporation (“
Samick
”), Opus Five Investment 1, LP, a California limited partnership (“
Opus LP
”), Opus Five Investment, LLC, a Delaware limited liability company, Jong Sup Kim and Sam Song Caster Co., Ltd., a Korean corporation (collectively, the “
Reporting Persons
”), as amended on April 1, 2010, October 8, 2010, December 21, 2010, May 5, 2011, June 6, 2011, June 27, 2011, February 21, 2013, July 11, 2013 and August 13, 2013 (as amended, the “
Schedule 13D
”). Except as otherwise set forth herein, the information contained in the Schedule 13D remains in effect, and, unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 4.
PURPOSE OF TRANSACTION
.
Item 4 of the Schedule 13D is hereby amended by adding the following:
On September 9, 2013, Samick notified Steinway Musical Instruments, Inc. (the “Issuer”), pursuant to the letter agreement, dated as of July 10, 2013, between Samick and the Issuer, that Samick had determined that it would no longer pursue a business combination transaction with the Issuer.
The Reporting Persons intend to tender all of their shares of Ordinary Common Stock, par value $0.001 per share, of the Issuer (the “Shares”) pursuant to the previously announced tender offer by Pianissimo Acquisition Corp. (the “Offer”), but reserve the right to withdraw any or all of the Shares from the Offer at any time, in accordance with the terms of the Offer.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
SAMICK MUSICAL INSTRUMENTS CO., LTD.
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|
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By: /s/ Jong Sup Kim
|
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Name: Jong Sup Kim
|
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Title: Chairman
|
|
|
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OPUS FIVE INVESTMENT 1, LP
|
|
|
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By: /s/ Kyung Min Park
|
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Name: Kyung Min Park
|
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Title: Sole Member of General Partner
|
|
|
|
|
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OPUS FIVE INVESTMENT, LLC
|
|
|
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By: /s/ Kyung Min Park
|
|
Name: Kyung Min Park
|
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Title: Sole Member
|
|
|
|
|
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SAM SONG CASTER CO., LTD.
|
|
|
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By: /s/ Kang Log Lee
|
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Name: Kang Log Lee
|
|
Title: Director
|
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|
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/s/ Jong Sup Kim
|
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Jong Sup Kim
|
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