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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Shamrock Activist Value Fund L P 4444 LAKESIDE DRIVE BURBANK, CA 91505 |
X | |||
Shamrock Partners Activist Value Fund, L.L.C. 4444 LAKESIDE DRIVE BURBANK, CA 91505 |
X | |||
Shamrock Activist Value Fund GP, L.L.C. 4444 LAKESIDE DRIVE BURBANK, CA 91505 |
X | |||
GOLD STANLEY P 4444 LAKESIDE DRIVE BURBANK, CA 91505 |
X | |||
Shamrock Activist Value Fund II, L.P. 4444 LAKESIDE DRIVE BURBANK, CA 91505 |
X |
/s/ SHAMROCK ACTIVIST VALUE FUND, L.P. | 12/22/2005 | |
**Signature of Reporting Person | Date | |
/s/ SHAMROCK ACTIVIST VALUE FUND II, L.P. | 12/22/2005 | |
**Signature of Reporting Person | Date | |
/s/ STANLEY P. GOLD | 12/22/2005 | |
**Signature of Reporting Person | Date | |
By: SHAMROCK ACTIVIST VALUE FUND, L.P., Authorized Person | 12/22/2005 | |
**Signature of Reporting Person | Date | |
By: Shamrock Activist Value Fund GP, L.L.C., its General Partner | 12/22/2005 | |
**Signature of Reporting Person | Date | |
By: Shamrock Partners Activist Value Fund, L.L.C., its Managing Member | 12/22/2005 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Shamrock Activist Value Fund II, L.P. ("SAVF II") directly owns these shares of Common Stock of iPass Inc. (the "Company"). SAVF II and Shamrock Activist Value Fund, L.P. ("SAVF") have previously filed a Form 3 with respect to Common Stock of the Company, and the shares owned by each of SAVF II and SAVF are referred to collectively herein as the "Activist Value Shares." |
(2) | SAVF and SAVF II have the same general partner. Accordingly, each of SAVF and SAVF II may be deemed for purposes of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), to be beneficial owners of the Activist Value Shares. Each of SAVF and SAVF II disclaim beneficial ownership of the other's shares of the Company, and this report shall not be deemed an admission that either SAVF or SAVF II is a beneficial owner of the other's shares of the Company for purposes of Section 16 or for any other purpose. |
(3) | Shamrock Activist Value Fund GP, L.L.C. (the "General Partner") is the general partner of SAVF and SAVF II. 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 approximately more than 50% of SHI common stock. Accordingly, Mr. Gold may be deemed a controlling stockholder of SHI. Mr. Gold is a Director and President of both SHI and SHOC. |
(4) | 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. |
Remarks: Each of SAVF II and Stanley P. Gold have authorized SAVF to execute on their behalf this Form 3 and all subsequent Forms 4 and 5 with respect to securities of the Company. See the attached Authorization filed with the filers' Form 3. |