<SEC-DOCUMENT>0000941560-13-000013.txt : 20130403
<SEC-HEADER>0000941560-13-000013.hdr.sgml : 20130403
<ACCEPTANCE-DATETIME>20130403111915
ACCESSION NUMBER:		0000941560-13-000013
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20130403
DATE AS OF CHANGE:		20130403

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GARDNER LEWIS ASSET MANAGEMENT L P
		CENTRAL INDEX KEY:			0000941560
		IRS NUMBER:				232778393
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		285 WILMINGTON WEST CHESTER PIKE
		CITY:			CHADDS FORD
		STATE:			PA
		ZIP:			19317
		BUSINESS PHONE:		6105582800

	MAIL ADDRESS:	
		STREET 2:		285 WILMINGTON WEST CHESTER PIKE
		CITY:			CHADDS FORD
		STATE:			PA
		ZIP:			19317

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:		13738341

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>mmus0313.txt
<TEXT>






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


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 0)*

MakeMusic, Inc.
(Name of Issuer)


Common
(Title of Class of Securities)


56086P202
(CUSIP Number)


*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).



CUSIP No. 56086P202


1


NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Gardner Lewis Asset Management      23-2778393


2


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *



3


SEC USE ONLY




4


CITIZENSHIP OR PLACE OF ORGANIZATION

285 Wilmington ? West Chester Pike, Chadds Ford, PA  19317




NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5


SOLE VOTING POWER

497095


6


SHARED VOTING POWER

0


7


SOLE DISPOSITIVE POWER

497095


8


SHARED DISPOSITIVE POWER

0

9


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

497095

10


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.13

12


TYPE OF REPORTING PERSON *

IA

*SEE INSTRUCTION BEFORE FILLING OUT!







Item 1.
Name of Issuer.

MakeMusic, Inc.?????

Address of Issuer?s Principal Executive Offices.

7615 Golden Triangle Drive, Suite M, Eden Prairie, MN  55344

Item 2.
Name of Person Filing.  Gardner Lewis Asset Management, L.P.

Address of Principal Business Office or, if none, Residence.

285 Wilmington ? West Chester Pike, Chadds Ford, PA  19317

Citizenship.  USA

Title of Class of Securities.  Common

CUSIP Number. 56086P202?????

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
  Broker or Dealer registered under Section 15 of the Act.
  Bank as defined in section 3(a)(6) of the Act
  Insurance Company as defined in section 3(a)(19) of the Act
  Investment Company registered under section 8 of
the Investment Company Act
  Investment Advisor registered under section 203 of the
Investment Advisers Act of 1940
  Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
  Parent Holding Company, in accordance with
240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
  Group, in accordance with 240.13d-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	497095	?????
(b) 	Percent of Class	10.13	?????
(c)	Number of shares as to which such person has:
	(i)	sole power to vote or to direct the vote	497095	?????
	(ii)	shared power to vote or to direct the vote	0	?????
	(iii)	sole power to dispose or to direct the disposition of 		497095
	(iv)	shared power to dispose or to direct the disposition of	0
Instruction:  For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-3(d)(1).


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  _.
Instruction:  Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response to
this item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

Item 7.  Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.

Item 8.  Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H),
so indicate under Item 3(h) and attach an exhibit stating the identity
and Item 3 classification of each member of the group.  If a group
has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit
stating the identity of each member of the group.

Item 9.  Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity.  See Item 5.

Item 10.  Certification
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
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 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 have such
purposes or effect.

Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

April 3, 2013
Date

/s/ W. Whitfield Gardner
Signature

W. Whitfield Gardner    Chairman and CEO
Name/Title
	Page 4 of 4

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>