UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G
(Rule 13d-102)

Estimated average burden hours per response. . 11

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.    )(1)

 

iPass, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

46261V108

(CUSIP Number)

 

12/31/03

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

CUSIP No.  46261V108

13G

Page 2 of 12

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Venture Partners 1996, LP, a California limited partnership (“CVP 1996”)
77-0418388

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
6,530,532

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
6,530,532

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,530,532

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*                   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.79%

 

 

12.

Type of Reporting Person*
PN

 

 

CUSIP No.  46261V108

13G

Page 3 of 12

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Associates 1996, LLC, a California limited liability company (“CA 1996”)
77-0418392

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
6,530,532 shares, of which 6,530,532 shares are directly held by CVP 1996.  CA 1996 is the general partner of CVP 1996

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
6,530,532 shares, of which 6,530,532 shares are directly held by CVP 1996.  CA 1996 is the general partner of CVP 1996

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,530,532

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*                         o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.79%

 

 

12.

Type of Reporting Person*
PN

 

 

CUSIP No.  46261V108

13G

Page 4 of 12

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Venture Partners LS 1997, LP, a California limited partnership (“CVP 1997”)
77-0468510

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
2,202,798

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
2,202,798

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,202,798

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*                       o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.64%

 

 

12.

Type of Reporting Person*
PN

 

 

CUSIP No.  46261V108

13G

Page 5 of 12

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Associates 1997, LLC, a California limited liability company (“CA 1997”)
77-0468508

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
2,202,798 shares, of which 2,202,798 shares are directly held by CVP 1997.  CA 1997 is the general partner of CVP 1997

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
2,202,798 shares, of which 2,202,798 shares are directly held by CVP 1997.  CA 1997 is the general partner of CVP 1997

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,202,798

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*                      o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.64%

 

 

12.

Type of Reporting Person*
PN

 

 

CUSIP No.  46261V108

13G

Page 6 of 12

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Venture Partners LS 2000, LP, a California limited partnership (“CVP 2000”)
94-3359922

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
2,551,370

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
2,551,370

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,551,370

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*                              o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.22%

 

 

12.

Type of Reporting Person*
PN

 

 

CUSIP No.  46261V108

13G

Page 7 of 12

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Associates 2000, LLC, a California limited liability company (“CA 2000”)
94-3344866

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
2,551,370 shares, of which 2,551,370 shares are directly held by CVP 2000.  CA 2000 is the general partner of CVP 2000.

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
2,551,370 shares, of which 2,551,370 shares are directly held by CVP 2000.  CA 2000 is the general partner of CVP 2000.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,551,370

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*                              o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.22%

 

 

12.

Type of Reporting Person*
PN

 

 

CUSIP No.  46261V108

13G

Page 8 of 12

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Seth Neiman

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
11,284,700 shares, of which 6,530,532 shares are directly held by CVP 1996, 2,202,798 shares are directly held by CVP 1997 and 2,551,370 shares are directly held by CVP 2000.  CA 1996 is the general partner of CVP 1996.  CA 1997 is the general partner of CVP 1997.  CA 2000 is the general partner of CVP 2000.  Mr. Neiman is a general partner of CA 1996, CA 1997 and CA 2000.  Mr. Neiman disclaims beneficial ownership of the shares held directly by CVP 1996, CVP 1997 and CVP 2000.

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
11,284,700 shares, of which 6,530,532 shares are directly held by CVP 1996, 2,202,798 shares are directly held by CVP 1997 and 2,551,370 shares are directly held by CVP 2000.  CA 1996 is the general partner of CVP 1996.  CA 1997 is the general partner of CVP 1997.  CA 2000 is the general partner of CVP 2000.  Mr. Neiman is a general partner of CA 1996, CA 1997 and CA 2000.  Mr. Neiman disclaims beneficial ownership of the shares held directly by CVP 1996, CVP 1997 and CVP 2000.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,284,700

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*                          o

 

 

11.

Percent of Class Represented by Amount in Row (9)
18.65%

 

 

12.

Type of Reporting Person*
IN

 

 

CUSIP No.  46261V108

13G

Page 9 of 12

Item 1.

 

(a)

Name of Issuer
iPass, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
3800 Bridge Parkway
Redwood Shores, CA 94065

 

Item 2.

 

(a)

Name of Person Filing
Crosspoint Venture Partners 1996, LP
Crosspoint Associates 1996, LLC
Crosspoint Venture Partners 1997, LP
Crosspoint Associates 1997, LLC
Crosspoint Venture Partners 2000, LP
Crosspoint Associates 2000, LLC
Seth Neiman

 

(b)

Address of Principal Business Office or, if none, Residence
2925 Woodside Road, Woodside, CA 94062

 

(c)

Citizenship
The entities listed in Item 2(a) are California limited partnerships and California limited liability companies. The individual listed in Item 2(a) is a United States citizen.

 

(d)

Title of Class of 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:

 

Not applicable.

Item 4.

Ownership

 

See Items 5-11 of cover sheets hereto

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

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 or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

 

CUSIP No.  46261V108

13G

Page 10 of 12

 

Item 10.

Certification

 

Not Applicable

 

[The remainder of this page intentionally left blank.]

 

 

CUSIP No.  46261V108

13G

Page 11 of 12

 

SIGNATURE

 

After reasonable inquiry 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 13, 2004

 

 

SETH NEIMAN

 

 

Signature

/s/ Dede Barsotti

 

 

Dede Barsotti,

 

 

Attorney-in-Fact

 

 

 

 

CROSSPOINT VENTURE PARTNERS 1996, LP, A
CALIFORNIA LIMITED PARTNERSHIP

 

 

By:  Crosspoint Associates 1996, LLC, a California
Limited Liability Company, its General Partner

 

 

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

 

 

 

 

 

 

 

CROSSPOINT VENTURE PARTNERS LS 1997, LP, A
CALIFORNIA LIMITED PARTNERSHIP

 

 

By:  Crosspoint Associates 1997, LLC, a California
Limited Liability Company, its General Partner

 

 

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

 

 

 

 

 

 

 

CROSSPOINT VENTURE PARTNERS LS 2000, LP, A
CALIFORNIA LIMITED PARTNERSHIP

 

 

By:  Crosspoint Associates 2000, LLC, a California
Limited Liability Company, its General Partner

 

 

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

 

CUSIP No.  46261V108

13G

Page 12 of 12

 

EXHIBIT A

 

Agreement of Joint Filing

 

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Act the statement dated February 13, 2004 containing the information required by Schedule 13G, for the securities of iPass, Inc., held by Crosspoint Venture Partners 1996, LP, Crosspoint Ventures Partners LS 1997, LP and Crosspoint Venture Partners LS 2000, LP, each a California limited partnership, and with respect to the general partners, such other holdings as may be reported therein.

 

SETH NEIMAN

 

 

Signature

/s/ Dede Barsotti

 

 

Dede Barsotti,

 

 

Attorney-in-Fact

 

 

 

 

CROSSPOINT VENTURE PARTNERS 1996, LP, A
CALIFORNIA LIMITED PARTNERSHIP

 

 

By:  Crosspoint Associates 1996, LLC, a California
Limited Liability Company, its General Partner

 

 

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

 

 

 

 

 

 

 

CROSSPOINT VENTURE PARTNERS LS 1997, LP, A
CALIFORNIA LIMITED PARTNERSHIP

 

 

By:  Crosspoint Associates 1997, LLC, a California
Limited Liability Company, its General Partner

 

 

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

 

 

 

 

 

 

 

CROSSPOINT VENTURE PARTNERS LS 2000, LP, A
CALIFORNIA LIMITED PARTNERSHIP

 

 

By:  Crosspoint Associates 2000, LLC, a California
Limited Liability Company, its General Partner

 

 

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact