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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* BREYER JAMES (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/23/2003	3. Issuer Name and Ticker or Trading Symbol IPASS INC [ IPAS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BREYER JAMES (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HILL EUGENE D III (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EVNIN LUKE (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WAGNER J PETER (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Mandatory conversion into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering and has no expiration date.

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, Arthur C. Patterson Family Partnership L.P., 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 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.

5. 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, Arthur C. Patterson Family Partnership L.P., of which Arthur C. Patterson is the general partner, James R. Swartz, James W. Breyer, Eugene D. Hill, Luke B. Evnin, J. Peter Wagner and Homestake Partners L.P., of which James R. Swartz is the general partner.

6. Shares are owned directly 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 L.L.C. (AK5A), the Managing Members of which are Arthur C. Patterson, James R. Swartz, James W. Breyer, Eugene D. Hill, Luke B. Evnin and J. Peter Wagner.

No securities are beneficially owned.

	Tracy L. Sedlock as Attorney in Fact for James W. Breyer	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for Eugene D. Hill	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for Luke B. Evnin.	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for J. Peter Wagner	07/23/2003
	** 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 5 (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.