Sec Form 4 Filing - EVNIN LUKE @ IPASS INC - 2004-02-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person EVNIN LUKE 2. Issuer Name and Ticker or Trading Symbol IPASS INC [ IPAS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ACCEL PARTNERS, 428 UNIVERSITY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2004 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/09/2004 J 1,672,802 D $ 0 5,018,408 I Held by Accel V L.P. ( 1 ) ( 2 ) Common Stock 02/09/2004 J 196,901 D $ 0 590,702 I Held by Accel Internet/Strategic Fund L.P. ( 1 ) ( 3 ) Common Stock 02/09/2004 J 29,171 D $ 0 87,512 I Held by Accel Keiretsu V, L.P. ( 1 ) ( 4 ) Common Stock 02/09/2004 J 87,511 D $ 0 262,533 I Held by Accel Investors '96 LP ( 1 ) ( 5 ) Common Stock 02/09/2004 J( 6 ) 26,043 A $ 0 26,043 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Ac quired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EVNIN LUKE C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X Signatures /s/ Tracy L. Sedlock, Attorney in Fact 02/11/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting person disclaims beneficial ownership of the shares, for the purposes of Section 16 or for any other purpose, owned by the referenced entities except to the extent of his pecuniary interest therein. ( 2 )Shares are owned directly by Accel V L.P. ("A5"). The general partner of A5 is Accel V Associates L.L.C., the Managing Members of which are Arthur C. Patterson, ACP Family Partnership, of which Arthur C. Patterson is the general partner, James R. Swartz, James W. Breyer, Eugene D. Hill, Homestake Partners, L.P., of which James R. Swartz is the general partner, Luke B. Evnin and J. Peter Wagner. ( 3 )Shares are owned directly by Accel Internet/Strategic Technology Fund L.P. ("AISTF"), which is a member of a group with the other joint filers for purposes of Section 13(d) of the Exchange Act . The general partner of AISTF is Accel Internet/Strategic Technology Fund Associates L.L.C., the Managing Members of which are Arthur C. Patterson, ACP Family Partnership, of which Arthur C. Patterson is the general partner, James R. Swartz, James W. Breyer, Eugene D. Hill, Homestake Partners, L.P., of which James R. Swartz is the general partner, Luke B. Evnin and J. Peter Wagner. ( 4 )Shares are owned by Accel Keiretsu V L.P. ("AK5"), which is a member of a group with the other joint filers for purposes of Section 13(d) of the Exchange Act. The general partner of AK5 is Accel Keiretsu V Associates LLC ("AK5A"). The general partners of AK5A are Arthur C. Patterson, James R. Swartz and James W. Breyer. ( 5 )Shares are owned by Accel Investors ?96 L.P. ("AI96"), which is a member of a group with the other joint filers for purposes of Section 13(d) of the Exchange Act. The general partners of AI96 are Arthur C. Patterson, James R. Swartz, James W. Breyer, Luke B. Evnin, Eugene D. Hill and J. Peter Wagner. ( 6 )Pro rata distribution of 17,162 shares from A5, 2,020 shares from AISTF and 6,861 from AI96. No consideration was paid in connection with the acquisition of the shares.

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).

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