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)
(Amendment No. 3)
Liquid Audio, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
53631T102
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(CUSIP Number)
December 31, 2003
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(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
Page 1 of 5
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 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).
SCHEDULE 13G
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CUSIP NO. 53631T102 PAGE 2 OF 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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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5 SOLE VOTING POWER
491,061
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,426,398
OWNED BY --------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 491,061
WITH --------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,426,398
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,917,459
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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
12.6%
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12 TYPE OF REPORTING PERSON
IN-IA-OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5
Item 1(a). Name of Issuer: Liquid Audio, Inc.
Item 1(b). Address of Issuers's
Principal Executive Offices: 888 Seventh Avenue
17th Floor
New York, NY 10019
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: 53631T102
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 Rule 13d-1(c).
Item 4. OWNERSHIP: As of the date of the event which required the filing of
Amendment No. 2, the reporting person had (A) sole dispositive and
voting power with respect to 491,061 shares of the reported securities
as (i) the manager of a limited liability company that is the general
partner of a certain limited partnership and (ii) an individual and (B)
shared dispositive and voting power with respect to 2,426,398 shares of
the reported securities as an advisor to the trustee of certain family
trusts. On February 5, 2004, the reporting person filed Amendment No. 2
to the Schedule 13G, which, due to a clerical error, mistakenly
reported the reporting person having sole voting and dispositive power
with respect to 387,361 shares. The purpose of this Amendment No. 3 is
solely to correct such error.
(a) 2,917,459
(b) 12.6%
(c) (i) sole voting power: 491,061
(ii) shared voting power: 2,426,398
(iii) sole dispositive power: 491,061
(iv) shared dispositive power: 2,426,398
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:
Page 4 of 5
Persons other than Lloyd I. Miller, III have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of, the reported securities.
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.
Page 5 of 5
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 purpose 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.
Dated: February 18, 2004 /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III