SEC FORM 4

SEC Form 4

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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).

1. Name and Address of Reporting Person^*

SWARTZ JAMES R

(Last)

(First)

(Middle)

c/o Accel Partners

428 University Avenue

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IPASS INC [ IPAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2003

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/29/2003 ^{( 1 )}		C		2,729,445	A	$0	2,729,445	I	These shares are held directly by Accel V L.P. ^{( 2 )} ^{( 3 )}
Common Stock	07/29/2003 ^{( 1 )}		C		1,313,427	A	$0	1,313,427	I	These shares are held directly by Accel V L.P. ^{( 2 )} ^{( 3 )}
Common Stock	07/29/2003 ^{( 1 )}		C		1,220,736	A	$0	1,220,736	I	These shares are held directly by Accel V. L.P. ^{( 2 )} ^{( 3 )}
Common Stock	07/29/2003 ^{( 1 )}		C		614,245	A	$0	614,245	I	These shares are held directly by Accel V. L.P. ^{( 2 )} ^{( 3 )}
Common Stock	07/29/2003 ^{( 1 )}		C		813,357	A	$0	813,357	I	These shares are held directly by Accel V L.P. ^{( 2 )} ^{( 3 )}
Common Stock	07/29/2003 ^{( 1 )}		C		162,546	A	$0	162,546	I	These shares are held directly by Accel Investors '96 LP ^{( 2 )} ^{( 4 )}
Common Stock	07/29/2003 ^{( 1 )}		C		78,219	A	$0	78,219	I	These shares are held directly by Accel Investors '96 LP ^{( 2 )} ^{( 4 )}
Common Stock	07/29/2003 ^{( 1 )}		C		72,699	A	$0	72,699	I	These shares are held directly by Accel Investors '96 LP ^{( 2 )} ^{( 4 )}
Common Stock	07/29/2003 ^{( 1 )}		C		36,580	A	$0	36,580	I	These shares are held directly by Accel Investors '96 LP ^{( 2 )} ^{( 4 )}
Common Stock	07/29/2003 ^{( 1 )}		C		365,733	A	$0	365,733	I	These shares are held directly by Accel Internet/Strategic Technology Fund L.P. ^{( 2 )} ^{( 5 )}
Common Stock	07/29/2003 ^{( 1 )}		C		175,992	A	$0	175,992	I	These shares are held directly by Accel Internet/Strategic Technology Fund L.P. ^{( 2 )} ^{( 5 )}
Common Stock	07/29/2003 ^{( 1 )}		C		163,572	A	$0	163,572	I	These shares are held directly by Accel Internet/Strategic Technology Fund L.P. ^{( 2 )} ^{( 5 )}
Common Stock	07/29/2003 ^{( 1 )}		C		82,306	A	$0	82,306	I	These shares are held directly by Accel Internet/Strategic Technology Fund L.P. ^{( 2 )} ^{( 5 )}
Common Stock	07/29/2003 ^{( 1 )}		C		54,183	A	$0	54,183	I	These shares are held directly by Accel Keiretsu V. L.P. ^{( 2 )} ^{( 6 )}
Common Stock	07/29/2003 ^{( 1 )}		C		26,073	A	$0	26,073	I	These shares are held directly by Accel Keiretsu V. L.P. ^{( 2 )} ^{( 6 )}
Common Stock	07/29/2003 ^{( 1 )}		C		24,234	A	$0	24,234	I	These shares are held directly by Accel Keiretsu V. L.P. ^{( 2 )} ^{( 6 )}
Common Stock	07/29/2003 ^{( 1 )}		C		12,193	A	$0	12,193	I	These shares are held directly by Accel Keiretsu V. L.P. ^{( 2 )} ^{( 6 )}

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			2,729,445	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	2,729,445	$0	0	I	These shares are held directly by Accel V L.P. ^{( 2 )} ^{( 3 )}
Series C Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			1,313,427	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	1,313,427	$0	0	I	These shares are held directly by Accel V L.P. ^{( 2 )} ^{( 3 )}
Series D Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			1,220,736	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	1,220,736	$0	0	I	These shares are held directly by Accel V L.P. ^{( 2 )} ^{( 3 )}
Series E Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			614,245	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	614,245	$0	0	I	These shares are held directly by Accel V L.P. ^{( 2 )} ^{( 3 )}
Series F Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			813,357	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	813,357	$0	0	I	These shares are held directly by Accel V L.P. ^{( 2 )} ^{( 3 )}
Series B Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			162,546	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	162,546	$0	0	I	These shares are held directly by Accel Investors '96 LP ^{( 2 )} ^{( 4 )}
Series C Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			78,219	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	78,219	$0	0	I	These shares are held directly by Accel Investors '96 LP ^{( 2 )} ^{( 4 )}
Series D Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			72,699	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	72,699	$0	0	I	These shares are held directly by Accel Investors '96 LP ^{( 2 )} ^{( 4 )}
Series E Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			36,580	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	36,580	$0	0	I	These shares are held directly by Accel Investors '96 LP ^{( 2 )} ^{( 4 )}
Series B Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			365,733	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	365,733	$0	0	I	These shares are held directly by Accel Internet/Strategic Technology Fund L.P. ^{( 2 )} ^{( 5 )}
Series C Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			175,992	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	175,992	$0	0	I	These shares are held directly by Accel Internet/Strategic Technology Fund L.P. ^{( 2 )} ^{( 5 )}
Series D Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			163,572	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	163,572	$0	0	I	These shares are held directly by Accel Internet/Strategic Technology Fund L.P. ^{( 2 )} ^{( 5 )}
Series E Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			82,306	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	82,306	$0	0	I	These shares are held directly by Accel Internet/Strategic Technology Fund L.P. ^{( 2 )} ^{( 5 )}
Series B Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			54,183	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	54,183	$0	0	I	These shares are held directly by Accel Keiretsu V L.P. ^{( 2 )} ^{( 6 )}
Series C Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			26,073	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	26,073	$0	0	I	These shares are held directly by Accel Keiretsu V L.P. ^{( 2 )} ^{( 6 )}
Series D Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			24,234	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	24,234	$0	0	I	These shares are held directly by Accel Keiretsu V L.P. ^{( 2 )} ^{( 6 )}
Series E Preferred Stock	$0	07/29/2003 ^{( 1 )}		C			12,193	07/29/2003 ^{( 1 )}	07/29/2003 ^{( 1 )}	Common Stock	12,193	$0	0	I	These shares are held directly by Accel Keiretsu V L.P. ^{( 2 )} ^{( 6 )}

1. Name and Address of Reporting Person^*

SWARTZ JAMES R

(Last)

(First)

(Middle)

c/o Accel Partners

428 University Avenue

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL V LP

(Last)

(First)

(Middle)

428 University Avenue

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL V ASSOCIATES LLC

(Last)

(First)

(Middle)

428 University Avenue

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL INTERNET STRATEGIC TECHNOLOGY FUND LP

(Last)

(First)

(Middle)

428 University Avenue

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL INTERNET STRATEGIC TECHNOLOGY FUND ASSOCIATES LLC

(Last)

(First)

(Middle)

428 University Avenue

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL KEIRETSU V LP

(Last)

(First)

(Middle)

428 University Avenue

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL KEIRETSU V ASSOCIATES LLC

(Last)

(First)

(Middle)

428 University Avenue

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL INVESTORS 96 LP

(Last)

(First)

(Middle)

428 University Avenue

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACP FAMILY PARTNERSHIP LP

(Last)

(First)

(Middle)

c/o Accel Partners

428 University Avenue

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HOMESTAKE PARTNERS LP

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

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.

Remarks:

	Tracy L. Sedlock as Attorney in Fact for James R. Swartz	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for Accel V L. P.	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for Accel V Associates L.L.C.	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for Accel Internet/Strategic Technology Fund L.P.	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for Accel Internet/Strategic Technology Fund Associates L.L.C.	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for Accel Keiretsu V L.P.	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for Accel Keiretsu V Associates L.L.C.	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for Accel Investors '96 L.L.C.	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for ACP Family Partnership L.P.	07/23/2003
	Tracy L. Sedlock as Attorney in Fact for Homestake Partners L.P.	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 4 (b)(v).
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