SC 13G/A 1 y17262csc13gza.txt SC 13G/A 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. 2)* Insweb Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 45809K202 (CUSIP Number) December 31, 2005 (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 ("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). SCHEDULE 13G CUSIP NO. 45809K202 PAGE 2 OF 5 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 130,687 ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 351,008 OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 130,687 WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 351,008 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 481,695 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.9% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN-IA-OO** -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** See Item 4. Page 3 of 5 Introduction: Due to a clerical error, the reporting person inadvertently stated on the Amendment No. 1 to the Schedule 13G filed on December 28, 2005 ("Amendment No. 1") that the reporting person beneficially owned 418,879 shares of the Issuer's common stock when in fact the reporting person beneficially owned 476,795 shares of the Issuer's common stock. Since Amendment No. 1, there have been changes to the beneficial ownership of the Issuer's common stock held by the reporting person which requires the filing of this calendar year end amendment. Item 1(a). Name of Issuer: Insweb Corporation Item 1(b). Address of Issuers's Principal Executive Offices: 11290 Pyrites Way, Suite 200 Gold River, California 95670 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: 45809K202 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: The reporting person has sole voting and dispositive power with respect to 130,687 of the reported securities as the manager of a limited liability company that is the general partner of a certain limited partnership. The reporting person has shared voting and dispositive power with respect to 351,008 of the reported securities as an investment advisor to the trustee of certain family trusts. (a) 481,695 (b) 11.9% (c) (i) sole voting power: 130,687 (ii) shared voting power: 351,008 (iii) sole dispositive power: 130,687 (iv) shared dispositive power: 351,008 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 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. Page 5 of 5 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 13, 2006 /s/ Lloyd I. Miller, III ---------------------------------------- Lloyd I. Miller, III