OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response. . . 14.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____1___)* Liquid Audio, Inc. Common Stock 53631T102 Clint Coghill Coghill Capital Management 225 W. Washington St. #2200 Chicago, IL 60606 June 20, 2002 CUSIP No. 53631T102 1. Coghill Capital Management. 36-4313801 2. (a) N/A (b) N/A 3. SEC Use Only 4. WC 5. N/A 6. Chicago, IL USA 7. 1,516,988 8. 0 9. 1,516,988 10. 0 11. 6.7% 12. N/A 13. 6.7% 14. PN. Item 1. Security and Issuer This schedule relates to the Common Stock of Liquid Audio Inc., 800 Chesapeake Drive, Redwood City, CA 94063 Item 2. Identity and Background (a) Coghill Capital Management (b) 225 W. Washington St., Suite 2200, Chicago, IL 60606 (c ) Limited Partnership - Investment (d) During the last five years, Coghill Capital Management has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Coghill Capital Management was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Coghill Capital Management, LLC is incorporated in Delaware, USA Item 3. Source and Amount of Funds or Other Consideration Working Capital of Coghill Capital Management, LLC Item 4. Purpose of Transaction The shares were acquired for investment purposes. (a) N/A (b) N/A (c) N/A (d) N/A (e) N/A (f) N/A (g) N/A (h) N/A (i) N/A (j) N/A Item 5. Interest in Securities of the Issuer (a) 1,516,988 (6.7%) (b) 1,516,988 (6.7%) (c) During the last 60 days, 599,345 shares were acquired at an Approximate price of $2.50. (d) N/A (e) N/A Item 6. N/A Item 7. N/A 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. Date 6-20-2002 Signature Jordan Zounis Name/Title Jordan Zounis, Analyst