SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
iPass, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
|
46261V108 (CUSIP Number) |
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which the Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| CUSIP No. 46261V108 |
13G | Page 2 of 15 Pages |
| 1 | NAME OF REPORTING PERSON
APV Technology Partners II, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-3274676 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
1,807,265 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
1,807,265 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,807,265 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.97% |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
| CUSIP No. 46261V108 |
13G | Page 3 of 15 Pages |
| 1 | NAME OF REPORTING PERSON
APV Technology Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-3233350 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
805,281 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
805,281 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
805,281 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.25% |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
| CUSIP No. 46261V108 |
13G | Page 4 of 15 Pages |
| 1 | NAME OF REPORTING PERSON
APV Technology Partners U.S., L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-3238613 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
201,323 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
201,323 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
201,323 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.31% |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
| CUSIP No. 46261V108 |
13G | Page 5 of 15 Pages |
| 1 | NAME OF REPORTING PERSON
WPS, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
77-0399961 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
57,033 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
57,033 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,033 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.08% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
| CUSIP No. 46261V108 |
13G | Page 6 of 15 Pages |
| 1 | NAME OF REPORTING PERSON
APV Management Co. II, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-3274613 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
| CUSIP No. 46261V108 |
13G | Page 7 of 15 Pages |
| 1 | NAME OF REPORTING PERSON
APV Management Co., LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
77-0408197 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
2,385 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
2,385 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,385 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
| CUSIP No. 46261V108 |
13G | Page 8 of 15 Pages |
| 1 | NAME OF REPORTING PERSON
Peter G. Bodine
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
100,000 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
100,000 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05% |
|||
| 12 | TYPE OF REPORTING PERSON*
IN |
| CUSIP No. 46261V108 |
13G | Page 9 of 15 Pages |
| 1 | NAME OF REPORTING PERSON
William J. Stewart
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
|||
| 12 | TYPE OF REPORTING PERSON*
IN |
| CUSIP No. 46261V108 |
13G | Page 10 of 15 Pages |
| 1 | NAME OF REPORTING PERSON
Spencer C. Tall
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
|||
| 12 | TYPE OF REPORTING PERSON*
IN |
| CUSIP No. 46261V108 |
13G | Page 11 of 15 Pages |
| Item 1. |
(a) |
Name of Issuer:
iPass, Inc. |
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| (b) |
Address of Issuer’s Principal Executive Offices:
3800 Bridge Parkway Redwood Shores, California |
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| Item 2. |
(a) |
Name of Person Filing:
APV Technology Partners II, L.P., APV Technology Partners L.P., APV Technology Partners U.S., L.P., WPS, L.L.C., Mr. Peter G. Bodine APV Management Co. II, LLC is the General Partner of APV Technology Partners II, L.P. APV Management Co., LLC is the General Partner of APV Technology Partners, L.P. and APV Technology Partners U.S., L.P. Mr. William J. Stewart, Mr. Peter G. Bodine and Mr. Spencer C. Tall are each Managing Members of APV Management Co. II, LLC., APV Management Co., LLC. and WPS, LLC. |
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| (b) |
Address of Principal Business Office or, if none, Residence:
2370 Watson Court, Suite 200 Palo Alto, CA 94303 |
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| (c) |
Citizenship:
U.S.A. |
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| (d) |
Title of Class Securities:
Common Stock |
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| (e) |
CUSIP Number:
46261V108 |
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| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |||||||||||
Not applicable.
| Item 4. |
Ownership | |||||||||
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| Shares beneficially owned by Mr. Peter G. Bodine include options to purchase an aggregate of 100,000 shares which will be fully vested and exercisable within 60 days of February 14, 2006. |
| Item 5. |
Ownership of Five Percent or Less of a Class | |||||||||
Not applicable.
| CUSIP No. 46261V108 |
13G | Page 12 of 15 Pages |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
Not applicable. |
|||||||||
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not Applicable. | |||||||||
| Item 8. |
Identification and Classification of Members of the Group
Not applicable. |
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| Item 9. |
Notice of Dissolution of Group
Not applicable. |
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| Item 10. |
Certification
By signing below I certify that, to the best if my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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| CUSIP No. 46261V108 |
13G | Page 13 of 15 Pages |
SIGNATURE
After reasonable inquire and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2006
| APV Technology Partners II, L.P. |
APV Technology Partners, L.P. | |||||
| By: |
APV Management Co. II, LLC, its General Partner |
By: |
APV Management Co., LLC, its General Partner | |||
| By: |
Managing Members |
By: |
Managing Members | |||
| /s/ William J. Stewart |
/s/ William J. Stewart | |||||
| William J. Stewart |
William J. Stewart | |||||
| /s/ Peter G. Bodine |
/s/ Peter G. Bodine | |||||
| Peter G. Bodine |
Peter G. Bodine | |||||
| /s/ Spencer C. Tall |
/s/ Spencer C. Tall | |||||
| Spencer C. Tall |
Spencer C. Tall | |||||
| APV Technology Partners, L.P. |
||||||
| By: |
APV Management Co., LLC, its General Partner |
WPS, LLC | ||||
| By: |
Managing Members |
By: |
Managing Members | |||
| /s/ William J. Stewart |
/s/ William J. Stewart | |||||
| William J. Stewart |
William J. Stewart | |||||
| /s/ Peter G. Bodine |
/s/ Peter G. Bodine | |||||
| Peter G. Bodine |
Peter G. Bodine | |||||
| /s/ Spencer C. Tall |
/s/ Spencer C. Tall | |||||
| Spencer C. Tall |
Spencer C. Tall | |||||
| CUSIP No. 46261V108 |
13G | Page 14 of 15 Pages |
EXHIBITS
| Exhibit 1 | Joint Filing Agreement, dated February 14, 2006, among the signatories to this Schedule 13G. |