UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934

MakeMusic, Inc.
(Name of Subject Company)

LEAP Acquisition Corporation
(Offeror)
A direct wholly-owned subsidiary of
LaunchEquity Acquisition Partners, LLC Designated Series Education Partners
(Parent of Offeror)

LaunchEquity Partners, LLC
(Parent Sponsor)

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)

56086P202
(CUSIP Number of Class of Securities)

LaunchEquity Partners, LLC
c/o Steve Wolosky, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
on Behalf of Filing Persons)
 
 
 
 
CALCULATION OF FILING FEE
 
Transaction Valuation
Amount of Filing Fee
N/A
N/A

¨
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
Amount Previously Paid:
N/A
Filing Party:
N/A
Form or Registration No.
N/A
Date Filed:
N/A

ý
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
ý
third-party tender offer subject to Rule 14d-1.
 
¨
issuer tender offer subject to Rule 13e-4.
 
ý
going-private transaction subject to Rule 13e-3.
 
¨
amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨
 
 
 
 
 
This filing relates solely to preliminary communications made before the commencement of a planned tender offer by LEAP Acquisition Corporation, a Minnesota corporation (the “ Purchaser ”), a direct wholly-owned subsidiary of LaunchEquity Acquisition Partners, LLC Designated Series Education Partners, a designated series of a Delaware series limited liability company (the “ Parent ”), for all the outstanding common stock of MakeMusic, Inc., a Minnesota corporation (the “ Company ”), to be commenced pursuant to the Agreement and Plan of Merger, dated March 13, 2013, among the Parent, the Purchaser, LaunchEquity Partners, LLC, an Arizona limited liability company and the direct or indirect sponsor entity of Parent and Purchaser, and the Company.
 
The exhibit is neither an offer to purchase nor solicitation of an offer to sell securities.  The tender offer for the outstanding shares of the Company’s common stock described in this filing has not commenced.  At the time the offer is commenced, the Purchaser will file a combined tender offer statement and Rule 13e-3 Transaction Statement under cover of Schedule TO with the Securities and Exchange Commission, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 and a transaction statement on Schedule 13E-3, with respect to the offer.  The combined tender offer statement and Rule 13e-3 Transaction Statement (including an offer to purchase, a related letter of transmittal and other offer documents) the transaction statement and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer.  Those materials will be made available to the Company’s shareholders at no expense to them.  In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov.
 
Exhibit Index
 
Exhibit
 
Description
99.1
 
Press Release dated March 13, 2013

 
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