CUSIP NO. 305158107

13G

1

  NAME OF REPORTING PERSONS
  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Sierra Ventures VII, L.P., a California Limited Partnership
(“Sierra VII”)          94-3315644

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) ý

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

California Limited Partnership

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

4,925,334

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

4,925,334

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,925,334

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

18.8%

12

TYPE OF REPORTING PERSON*

PN

CUSIP NO. 305158107

13G

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Sierra Ventures Associates VII, LLC, a California Limited Liability Company

(“SV Associates VII”)      94-3315643

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) ý

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

California Limited Liability Company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

4,925,334

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

4,925,334

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,925,334

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

18.8%

12

TYPE OF REPORTING PERSON*

PN

Item 1(a)

Name of Issuer:

FairMarket, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

500 Unicorn Park Drive

Woburn, MA  01801

Item 2(a)

Name of Person Filing:

This statement is being filed by Sierra Ventures Associates VII, LLC, a California Limited Liability Company (“SV Associates VII”) whose principal business address is 2884 Sand Hill Road, Suite 100, Menlo Park, California 94025. SV Associates VII is general partner to Sierra Ventures VII, L.P., a California Limited Partnership (“Sierra VII”).  With respect to SV Associates VII, this statement relates only to its indirect, beneficial ownership of shares of Common Stock of FairMarket, Inc. (the “Shares”).  The Shares are held directly by Sierra VII.  Management of the business affairs and SV Associates VII, including decisions respecting disposition and/or voting of the Shares, is by majority decision of the managers as listed on Exhibit B hereto.  Each individual manager disclaims beneficial ownership of the Shares.  SV Associates VII holds an additional 393,815 shares as nominee for the individual managing members listed on Exhibit B.  SV Associates VII has no voting or dispositive power with respect to such shares.  Sierra Ventures VI, L.P., a California Limited Partnership (“Sierra VI”) holds 1,317 shares of FairMarket, Inc. received in connection with a distribution from one of its portfolio companies.  SV Associates VI, LP, a California Limited Partnership, the general partner of Sierra VI, holds an additional 130 shares as nominee for the individuals listed on Exhibit B.  SV Associates VI has no voting or dispositive power with respect to such shares.

Item 2(b)

Address of Principal Business Offices or, if none, Residence:

See Above.

Item 2(c)

Citizenship

See Above

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 Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

Please see Rows 5-11 of cover pages.

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.

Under certain circumstances set forth in the limited partnership agreement Sierra VII and SV Associates VII, the general and limited partners, and members of such entities may have the right to receive dividends from or the proceeds from the sale of shares of Common Stock of FairMarket, Inc. held by such entity.  No such rights relate to more than five percent of the class.

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.

Not applicable.

SIERRA VENTURES
ASSOCIATES VII, LLC

By:

/s/ Martha A. Clarke Adamson
Martha A. Clarke Adamson
Attorney-in-Fact

SIERRA VENTURES VII, L.P.,
A CALIFORNIA LIMITED
PARTNERSHIP
By Sierra Ventures Associates VII,
LLC, its General Partner

By:

/s/ Martha A. Clarke Adamson

Martha A. Clarke Adamson
Attorney-in-Fact for the General Partner

Exhibit

Found on
Sequentially
Numbered Page

Exhibit A:

Agreement of Joint Filing

8

Exhibit B:

List of Managers of Sierra Ventures Associates VII, LLC

9

SIERRA VENTURES
ASSOCIATES VII, LLC

By:

/s/ Martha A. Clarke Adamson

Martha A. Clarke Adamson
Attorney-in-Fact

SIERRA VENTURES VII, L.P.,
A CALIFORNIA LIMITED
PARTNERSHIP
By Sierra Ventures Associates VII,
LLC, its General Partner

By:

/s/ Martha A. Clarke Adamson

Martha A. Clarke Adamson
Attorney-in-Fact for the General Partner