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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* ASIA PACIFIC GROWTH FUND II L P (Last) (First) (Middle) 156 UNIVERSITY AVENUE - (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GRIC COMMUNICATIONS INC [ GRIC ]	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) 01/08/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/08/2004		S		2,500	D	$6.25	103,974	D(1)(2)
Common Stock	01/08/2004		S		22,974	D	$6.2	81,000	D(1)(2)
Common Stock	01/08/2004		S		21,000	D	$6.19	60,000	D(1)(2)
Common Stock	01/08/2004		S		1,750	D	$6.18	58,250	D(1)(2)
Common Stock	01/08/2004		S		5,000	D	$6.16	53,250	D(1)(2)
Common Stock	01/08/2004		S		2,500	D	$6.15	50,750	D(1)(2)
Common Stock	01/08/2004		S		12,500	D	$6.14	38,250	D(1)(2)
Common Stock	01/08/2004		S		5,000	D	$6.135	33,250	D(1)(2)
Common Stock	01/08/2004		S		20,750	D	$6.13	12,500	D(1)(2)
Common Stock	01/08/2004		S		10,000	D	$6.08	2,500	D(1)(2)
Common Stock	01/08/2004		S		2,500	D	$6	0	D(1)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ASIA PACIFIC GROWTH FUND II L P (Last) (First) (Middle) 156 UNIVERSITY AVENUE - (Street) PALO ALTO CA 94301 (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* H&Q ASIA PACIFIC II LLC (Last) (First) (Middle) 156 UNIVERSITY AVE (Street) PALO ALTO CA 94301 (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* H&Q ASIA PACIFIC LTD (Last) (First) (Middle) C/O HWR SERVICES LTD P O 71 CRAIGMUIR CHAMBERS (Street) BROAD TOWN TORTOLA D8 000000 (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. These securities may be deemed directly beneficially owned by Asia Pacific Growth Fund II, L.P. ("APGF2"). These securities may be deemed indirectly beneficially owned by H&Q Asia Pacific II, L.L.C. ("HQAP II"), which is the general partner of APGF2. These securities may be also deemed indirectly beneficially owned by H&Q Asia Pacific Ltd., which is the managing member of HQAP II.

2. Each reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ Sean Warren, as an authorized signatory of H&Q Asia Pacific Ltd., which is the managing member of HQAP II, which is the general partner of APGF2	01/12/2004
	/s/ Sean Warren, as an authorized signatory of H&Q Asia Pacific Ltd., which is the managing member of HQAP II	01/12/2004
	/s/ Sean Warren, as an authorized signatory of H&Q Asia Pacific Ltd.	01/12/2004
	** 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).
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