SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
iPass, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
46261V108 (CUSIP Number) |
December 31, 2006
(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 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
APV Technology Partners II, L.P. 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 | |
807,295 | ||
6 SHARED VOTING POWER | ||
0 | ||
7 SOLE DISPOSITIVE POWER | ||
807,295 | ||
8 SHARED DISPOSITIVE POWER | ||
0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
807,295 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
1.2% | ||||
12 | TYPE OF REPORTING PERSON* | |||
PN |
CUSIP No. 46261V108 | 13G | Page 3 of 15 Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
APV Technology Partners, L.P. 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 | |
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* | |||
PN |
CUSIP No. 46261V108 | 13G | Page 4 of 15 Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
APV Technology Partners U.S., L.P. 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 | |
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* | |||
PN |
CUSIP No. 46261V108 | 13G | Page 5 of 15 Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
WPS, L.L.C. 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 | |
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 6 of 15 Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
APV Management Co. II, LLC 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 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
APV Management Co., LLC 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 | |
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 8 of 15 Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
Peter G. Bodine | ||||
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 | |
131,197 | ||
6 SHARED VOTING POWER | ||
0 | ||
7 SOLE DISPOSITIVE POWER | ||
131,197 | ||
8 SHARED DISPOSITIVE POWER | ||
0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
131,197 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
0.2% | ||||
12 | TYPE OF REPORTING PERSON* | |||
IN |
CUSIP No. 46261V108 | 13G | Page 9 of 15 Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
William J. Stewart | ||||
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 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
Spencer C. Tall | ||||
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. | ||||||||||||
(b) |
Address of Issuers Principal Executive Offices: | |||||||||||
3800 Bridge Parkway Redwood Shores, California |
||||||||||||
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. | ||||||||||||
APV Mangement 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. | ||||||||||||
(b) |
Address of Principal Business Office or, if none, Residence: | |||||||||||
325 Sharon Park Drive, Suite 533 Menlo Park, CA 94025 |
||||||||||||
(c) |
Citizenship: | |||||||||||
U.S.A. | ||||||||||||
(d) |
Title of Class Securities: | |||||||||||
Common Stock | ||||||||||||
(e) |
CUSIP Number: | |||||||||||
46261V108 | ||||||||||||
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. | ||||||||||||
CUSIP No. 46261V108 | 13G | Page 12 of 15 Pages |
Item 4. | Ownership | |||||||||
SEE ROWS 5 THROUGH 11 OF COVER PAGES | ||||||||||
Percent of class is based upon 65,439,093 shares of Common Stock, $0.001 par value, outstanding as disclosed in the iPass Inc., Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
The 131,197 shares beneficially owned by Mr. Peter G. Bodine includes 120,000 shares underlying options exercisable within 60 days of February 14, 2007. |
||||||||||
Item 5. | Ownership of Five Percent or Less of a Class x | |||||||||
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. | ||||||||||
Item 9. | Notice of Dissolution of the Group | |||||||||
Not applicable. | ||||||||||
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. |
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, 2007
APV Technology Partners II, L.P. | APV Technology Partners, L.P. | |||||
By: | APV Management Co. II, LLC, | By: | APV Management Co., LLC, | |||
its General Partner | 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 U.S., L.P. | WPS, LLC | |||||
By: | APV Management Co., LLC, | By: | Managing Members | |||
its General Partner | ||||||
/s/ William J. Stewart | ||||||
By: | Managing Members | William J. Stewart | ||||
/s/ William J. Stewart |
/s/ Peter G. Bodine | |||||
William J. Stewart | Peter G. Bodine | |||||
/s/ Peter G. Bodine |
/s/ Spencer C. Tall | |||||
Peter G. Bodine | Spencer C. Tall | |||||
/s/ Spencer C. Tall |
||||||
Spencer C. Tall |
CUSIP No. 46261V108 | 13G | Page 14 of 15 Pages |
EXHIBITS
Exhibit 1 | Joint Filing Agreement, dated February 14, 2007, among the signatories to this Schedule 13G. |