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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B) (C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
FairMarket, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
305158107
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(CUSIP Number)
March 22, 2001
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(Date of Event which Requires Filing of this
Statement)
Check appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b) |_|
Rule 13d-1(c) |X|
Rule 13d-1(d) |_|
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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP NO. 305158107 13G PAGE 2 OF 4 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lloyd I. Miller, III 279-42-7925
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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
United States
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NUMBER OF 5. SOLE VOTING POWER
SHARES 702,214
BENEFICIALLY --------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 876,314
REPORTING --------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 702,214
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8. SHARED DISPOSITIVE POWER
876,314
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,578,528
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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
5.5%
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12. TYPE OF REPORTING PERSON*
IN-00**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 4.
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Page 3 of 4
Item 1(a). Name of Issuer: FairMarket, Inc.
Item 1(b). Address of Issuers's Principal Executive Offices: 500 Unicorn Park Drive
Woburn, Mass. 01801-3341
Item 2(a). Name of Person Filing: Lloyd I. Miller, III
Item 2(b). Address of Principal Business Office or, if None, Residence: 4550 Gordon Drive
Naples, Florida 34102
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 305158107
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b)
or (c), CHECK WHETHER THE PERSON FILING IS A: Not Applicable, this
statement is filed pursuant to 13d-1(c).
Item 4. OWNERSHIP: Miller shares dispositive and voting power on 876,314
shares of the reported securities as an advisor to the trustee of
certain family trusts and with respect to shares owned by his wife.
Miller has sole dispositive and voting power on 702,214 of the
reported securities (i) as the manager of a limited liability company
that is the general partner of certain limited partnerships, (ii) as
the custodian to accounts set up under the Florida Uniform Gift to
Minors Act (iii) as trustee for certain trusts, (iv) as to shares
owned by Miller as an individual and (v) as investment advisor to the
trustee of certain trusts.
(a) 1,578,528
(b) 5.5%
(c) (i) sole voting power: 702,214
(ii) shared voting power: 876,314
(iii) sole dispositive power: 702,214
(iv) shared dispositive power: 876,314
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Page 4 of 4
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Persons other than Lloyd I. Miller III have the right to receive
dividends from, or the proceeds from the sale of, the reported
securities. None of these persons has the right to direct such
dividends or proceeds.
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 not acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purposes or effect.
SIGNATURE
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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.
Dated: March 30, 2001 By:/s/ Lloyd Miller
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Lloyd I. Miller, III