| 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). | ||||||||||||||||
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) 11/03/2008 | ||||||||||||||||||||||||||
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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 | 11/03/2008 | J(1) | 3,032,781(2) | D | $0 | 6,105,169 | I(3)(4)(5)(6) | See Footnotes(3)(4)(5)(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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| Explanation of Responses: |
| 1. Pursuant to a redemption request from a partner of Shamrock Activist Value Fund II, L.P. ("SAVF II"), SAVF II has distributed all shares of Common Stock of iPass Inc. (the "Company") owned by it to the partner who requested such redemption. |
| 2. SAVF II directly owned these 3,032,781 shares of Common Stock of the Company. |
| 3. The amount of securities beneficially owned following the reported transactions includes 10,000 shares of restricted Common Stock granted to Stanley P. Gold ("Mr. Gold") in connection with his appointment to the board of directors of the Company, as previously reported by each of Mr. Gold and the Reporting Persons on a Form 4 filed with the SEC on June 2, 2008 (the "June 2nd Filing"). Mr. Gold has sole voting and dispositive power with respect to the restricted Common Stock granted to him, which shares are subject to vesting and risk of forfeiture as previously reported in the June 2nd Filing. Mr. Gold may be deemed to be a member of a group with the Shamrock Activist Value Fund (as defined below) and may be deemed to beneficially own for purposes of Section 13(d) the Activist Value Shares (as defined in (4) below). Each of Mr. Gold and the Shamrock Activist Value Fund disclaims beneficial ownership of any Common Stock held by the others. |
| 4. Shamrock Activist Value Fund, L.P. ("SAVF"), SAVF II and Shamrock Activist Value Fund III, L.P. ("SAVF III") have the same general partner. Accordingly, each of SAVF, SAVF II and SAVF III may be deemed for purposes of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), to be beneficial owners of each others' shares (the "Activist Value Shares"). Each of SAVF, SAVF II and SAVF III (and collectively referred to as, the "Shamrock Activist Value Fund") disclaims beneficial ownership of the others' shares of the Company, and this report shall not be deemed an admission that any of SAVF, SAVF II or SAVF III is a beneficial owner of the others' shares of the Company for purposes of Section 16 or for any other purpose. |
| 5. Shamrock Activist Value Fund GP, L.L.C. (the "General Partner") is the general partner of SAVF, SAVF II and SAVF III. Shamrock Partners Activist Value Fund, L.L.C. ("Shamrock Partners") is the Managing Member of the General Partner. Stanley P. Gold and Shamrock Holdings of California, Inc. ("SHOC") are each a Managing Member of Shamrock Partners. SHOC is also a Special Limited Partner of SAVF. Shamrock Holdings, Inc. ("SHI") is the sole stockholder of SHOC. Mr. Gold is the sole trustee of four trusts which hold an aggregate of more than 50% of the common stock of SHI. Accordingly, Mr. Gold may be deemed a controlling stockholder of SHI. Mr. Gold is a Director and President of both SHI and SHOC. Mr. Gold is also a Director of the Company. |
| 6. Each of the General Partner, Shamrock Partners, Mr. Gold, SHOC and SHI may be deemed for purposes of Section 16 of the Exchange Act to be indirect beneficial owners of the Activist Value Shares. The General Partner, Shamrock Partners, Mr. Gold, SHOC and SHI disclaim beneficial ownership of the Activist Value Shares except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person is a beneficial owner of the Activist Value Shares for purposes of Section 16 or for any other purpose. |
| /s/ SHAMROCK ACTIVIST VALUE FUND, L.P. | 11/04/2008 | |
| /s/ SHAMROCK ACTIVIST VALUE FUND II, L.P. | 11/04/2008 | |
| /s/ SHAMROCK ACTIVIST VALUE FUND III, L.P. | 11/04/2008 | |
| /s/ STANLEY P. GOLD | 11/04/2008 | |
| /s/ SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. | 11/04/2008 | |
| /s/ SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C | 11/04/2008 | |
| ** 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. | ||