| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IPASS INC [ IPAS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/09/2004 | J(1) | 1,672,802 | D | $0 | 5,018,408 | I | Held by Accel V L.P.(2)(3) | ||
| Common Stock | 02/09/2004 | J(1) | 196,901 | D | $0 | 590,702 | I | Held by Accel Internet/Strategic Fund L.P.(2)(4) | ||
| Common Stock | 02/09/2004 | J(1) | 29,171 | D | $0 | 87,512 | I | Held by Accel Keiretsu V, L.P.(2)(5) | ||
| Common Stock | 02/09/2004 | J(1) | 87,511 | D | $0 | 262,533 | I | Held by Accel Investors '96 LP(2)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pro rata distibution to its partners. |
| 2. Reporting person disclaims beneficial ownership of the shares, for the purposes of Section 16 or for any other purpose, owned by the referenced entities except to the extent of his pecuniary interest therein. |
| 3. Shares are owned directly by Accel V L.P. ("A5"). The general partner of A5 is Accel V Associates L.L.C., the Managing Members of which are Arthur C. Patterson, ACP Family Partnership, of which Arthur C. Patterson is the general partner, James R. Swartz, James W. Breyer, Eugene D. Hill, Homestake Partners, L.P., of which James R. Swartz is the general partner, Luke B. Evnin and J. Peter Wagner. |
| 4. Shares are owned directly by Accel Internet/Strategic Technology Fund L.P. ("AISTF"), which is a member of a group with the other joint filers for purposes of Section 13(d) of the Exchange Act . The general partner of AISTF is Accel Internet/Strategic Technology Fund Associates L.L.C., the Managing Members of which are Arthur C. Patterson, ACP Family Partnership, of which Arthur C. Patterson is the general partner, James R. Swartz, James W. Breyer, Eugene D. Hill, Homestake Partners, L.P., of which James R. Swartz is the general partner, Luke B. Evnin and J. Peter Wagner. |
| 5. Shares are owned by Accel Keiretsu V L.P. ("AK5"), which is a member of a group with the other joint filers for purposes of Section 13(d) of the Exchange Act. The general partner of AK5 is Accel Keiretsu V Associates LLC ("AK5A"). The general partners of AK5A are Arthur C. Patterson, James R. Swartz and James W. Breyer. |
| 6. Shares are owned by Accel Investors ?96 L.P. ("AI96"), which is a member of a group with the other joint filers for purposes of Section 13(d) of the Exchange Act. The general partners of AI96 are Arthur C. Patterson, James R. Swartz, James W. Breyer, Luke B. Evnin, Eugene D. Hill and J. Peter Wagner. |
| Remarks: |
| /s/ Tracy L. Sedlock, Attorney in Fact | 02/11/2004 | |
| Tracy L. Sedlock as Attorney in Fact for Accel V Associates LLC | 02/11/2004 | |
| Tracy L. Sedlock as Attorney in Fact for Accel Internet Strategic Technology Fund LP | 02/11/2004 | |
| Tracy L. Sedlock as Attorney in Fact for Internet Strategic Technology Fund Associates LLC | 02/11/2004 | |
| Tracy L. Sedlock as Attorney in Fact for Accel Keiretsu V LP | 02/11/2004 | |
| Tracy L. Sedlock as Attorney in Fact for Accel Keiretsu V Associates LLC | 02/11/2004 | |
| Tracy L. Sedlock as Attorney in Fact for Accel Investors 96 LP | 02/11/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||