Form 4 MAGNA ENTERTAINMENT CORP For: Feb 12 Filed by: GLG Market Neutral Fund (10K)

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GLG Market Neutral Fund

(Last)

(First)

(Middle)

C/O GLG PARTNERS LP, 1 CURZON STREET

(Street)

LONDON

W1J 5HB

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGNA ENTERTAINMENT CORP [MECA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Subordinated Voting Stock	02/12/2004		S⁽¹⁾		37,200	D	$ 5.29	0	D
Class A Subordinated Voting Stock	02/13/2004		S⁽¹⁾		34,500	D	$ 5.24	0	D
Class A Subordinated Voting Stock	04/12/2004		S⁽¹⁾		100,000	D	$ 6.09	0	D
Class A Subordinated Voting Stock	06/24/2004		S⁽¹⁾		49,500	D	$ 5.26	0	D
Class A Subordinated Voting Stock	07/02/2004		S⁽¹⁾		50,000	D	$ 6.02	0	D
Class A Subordinated Voting Stock	09/07/2004		P⁽¹⁾		100,000	A	$ 6	100,000	D
Class A Subordinated Voting Stock	11/02/2004		S⁽¹⁾		36,000	D	$ 5.28	64,000	D
Class A Subordinated Voting Stock	11/03/2004		S⁽¹⁾		64,000	D	$ 4.76	0	D
Class A Subordinated Voting Stock	08/04/2005		S⁽¹⁾		100,000 ⁽²⁾	D	$ 6.75 ⁽²⁾	0	D
Class A Subordinated Voting Stock	09/14/2005		S⁽¹⁾		100,000	D	$ 6.69	0	D
Class A Subordinated Voting Stock	12/02/2005		S⁽¹⁾		141,800	D	$ 7.58	0	D
Class A Subordinated Voting Stock	12/28/2005		S⁽¹⁾		80,000	D	$ 7.25	0	D
Class A Subordinated Voting Stock	12/29/2005		S⁽¹⁾		62,300 ⁽³⁾	D	$ 7.22 ⁽³⁾	0	D
Class A Subordinated Voting Stock	12/30/2005		S⁽¹⁾		57,700	D	$ 7.16	0	D
Class A Subordinated Voting Stock	03/31/2006		S⁽¹⁾		100,000 ⁽⁴⁾	D	$ 6.708 ⁽⁴⁾	0	D
Class A Subordinated Voting Stock	04/04/2006		P⁽¹⁾		51,187	A	$ 6.5	51,187	D
Class A Subordinated Voting Stock	04/18/2006		P⁽¹⁾		50,000 ⁽⁵⁾	A	$ 6.179 ⁽⁵⁾	101,187	D
Class A Subordinated Voting Stock	04/28/2006		P⁽¹⁾		6,400	A	$ 6.1	107,587	D
Class A Subordinated Voting Stock	10/17/2006		S⁽¹⁾		17,405 ⁽⁶⁾	D	$ 5.401 ⁽⁶⁾	90,182	D
Class A Subordinated Voting Stock	10/20/2006		S⁽¹⁾		9,000	D	$ 5.4	82,182	D
Class A Subordinated Voting Stock	10/27/2006		S⁽¹⁾		87,396 ⁽⁷⁾	D	$ 5.218 ⁽⁷⁾	0	D
Class A Subordinated Voting Stock	11/02/2006		P⁽¹⁾		59,600	A	$ 4.91	59,600	D
Class A Subordinated Voting Stock	11/08/2006		P⁽¹⁾		25,000	A	$ 4.69	84,600	D
Class A Subordinated Voting Stock	12/28/2006		P⁽¹⁾		50,000	A	$ 4.49	134,600	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

8.55% Convertible Subordinated Notes due 2010

$ 7.05

12/02/2005

P⁽¹⁾

2,000,000

⁽⁸⁾

06/15/2010

Class A Subordinated Voting Stock

283,688

$ 2,317,780

$ 54,300,000

Call Option (obligation to sell)

$ 7.5

05/30/2006

S⁽¹⁾

355

05/30/2006

01/18/2007

Class A Subordinated Voting Stock

35,500

$ 90

$ 0

Call Option (obligation to sell)

$ 7.5

05/31/2006

S⁽¹⁾

05/31/2006

01/18/2007

Class A Subordinated Voting Stock

1,000

$ 90

$ 0

Call Option (obligation to sell)

$ 7.5

06/01/2006

S⁽¹⁾

231

06/01/2006

01/18/2007

Class A Subordinated Voting Stock

23,100

$ 90

$ 0

Call Option (obligation to sell)

$ 7.5

06/02/2006

S⁽¹⁾

06/02/2006

01/18/2007

Class A Subordinated Voting Stock

2,000

$ 100

$ 0

Call Option (obligation to sell)

$ 7.5

06/05/2006

S⁽¹⁾

06/05/2006

01/18/2007

Class A Subordinated Voting Stock

1,000

$ 90

$ 0

Call Option (obligation to sell)

$ 7.5

06/08/2006

S⁽¹⁾

06/08/2006

01/18/2007

Class A Subordinated Voting Stock

1,000

$ 90

$ 0

Call Option (obligation to sell)

$ 7.5

06/09/2006

S⁽¹⁾

06/09/2006

01/18/2007

Class A Subordinated Voting Stock

3,500

$ 90

$ 0

Call Option (obligation to sell)

$ 7.5

06/13/2006

S⁽¹⁾

06/13/2006

01/18/2007

Class A Subordinated Voting Stock

3,500

$ 62.86

$ 0

8.55% Convertible Subordinated Notes due 2010

$ 7.05

10/19/2006

S⁽¹⁾

2,000,000

⁽⁸⁾

06/15/2010

Class A Subordinated Voting Stock

283,688

$ 2,100,000

$ 52,300,000

8.55% Convertible Subordinated Notes due 2010

$ 7.05

11/02/2006

S⁽¹⁾

2,800,000

⁽⁸⁾

06/15/2010

Class A Subordinated Voting Stock

397,163

$ 2,895,620

$ 49,500,000

Convertible Bond

$ 7.05

02/23/2007

S⁽¹⁾

2,000,000

⁽⁸⁾

06/15/2010

Convertible Bond

283,688

$ 2,020,000

$ 47,500,000

Explanation of Responses:

1. The Reporting Person's transactions in the Issuer's securities as reported on this Form 4 involved short-swing transactions that are subject to liability under Section 16(b) of the Securities Exchange Act of 1934, as amended. As a result, the Reporting Person has paid $269,769 to the Issuer, which represents the entire amount of profit realized on their pecuniary interest in these short-swing transactions.

2. This transaction was executed in multiple trades at prices ranging from $6.75 to $6.80. The price reported above represents the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades of prices ranging from $7.22 to $7.26 per share. The price reported represents the weighted average sales price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $6.70 to $6.76. The price reported above represents the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $6.17 to $6.20. The price reported above represents the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $5.40 to $5.41. The price reported above represents the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $5.21 to $5.22. The price reported above represents the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

8. The 8.55% Convertible Subordinated Notes due 2010 were convertible into Class A Subordinated Voting Stock at any time.

	GLG Partners LP, Investment Manager for GLG Market Neutral Fund, By: /s/ Victoria Parry, Senior Legal Counsel of GLG Partners, LP	01/08/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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