Sec Form 4 Filing - Hulse Nicholas W @ IPASS INC - 2010-12-21

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hulse Nicholas W 2. Issuer Name and Ticker or Trading Symbol IPASS INC [ IPAS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP of Worldwide Sales (Last) (First) (Middle) C/O IPASS INC., 3800 BRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2010 (Street) REDWOOD SHORES, CA94065 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

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 Acquired (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 Stock Option (Right to Buy) $ 0.95 12/21/2010 D( 1 ) 321 12/21/2010( 1 ) 09/10/2019 Common Stock 321 ( 1 ) 0 D Stock Option (Right to Buy) $ 0.9 12/21/2010 A( 1 ) 321 12/21/2010( 1 ) 09/10/2019 Common stock 321 ( 1 ) 321 D Stock Option (Right to Buy) $ 0.95 12/21/2010 D( 1 ) 4,102 12/21/2010( 1 ) 08/14/2019 Common Stock 4,102 ( 1 ) 0 D Stock Option (Right to Buy) $ 0.9 12/21/2010 A( 1 ) 4,102 12/21/2010( 1 ) 08/14/2019 Common Stock 4,102 ( 1 ) 4,102 D Stock Option (Right to Buy) $ 1.17 12/21/2010 A( 2 ) 65 12/21/2010( 2 ) 08/14/2019 Common Stock 65 ( 2 ) 65 D Stock Option (Right to Buy) $ 1.24 12/21/2010 D( 1 ) 12,558 12/21/2010( 1 ) 09/10/2019 Common Stock 12,558 ( 1 ) 0 D Stock Option (Right to Buy) $ 1.17 12/21/2010 A( 1 ) 12,558 12/21/2010( 1 ) 09/10/2019 Common Stock 12,558 ( 1 ) 12,558 D Stock Option (Right to Buy) $ 1.33 12/21/2010 D( 1 ) 240,000 12/21/2010( 1 ) 08/14/2019 Common Stock 240,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 1.26 12/21/2010( 1 ) A( 1 ) 240,000 12/21/2010( 1 ) 08/14/2019 Common Stock 240,000 ( 1 ) 240,000 D Stock Option (Right to Buy) $ 1.11 12/21/2010 D( 1 ) 200,000 12/21/2010( 1 ) 01/28/2020 Common Stock 200,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 1.05 12/21/2010 A( 1 ) 200,000 12/21/2010( 1 ) 01/28/2020 Common Stock 200,000 ( 1 ) 200,000 D Stock Option (Right to Buy) $ 1.17 12/21/2010 A( 2 ) 1,604 12/21/2010( 2 ) 01/28/2020 Common Stock 1,604 ( 2 ) 1,604 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hulse Nicholas W C/O IPASS INC. 3800 BRIDGE PARKWAY REDWOOD SHORES, CA94065 Senior VP of Worldwide Sales Signatures /s/ Bill Garvey, Power of Attorney for Nicolas W. Hulse 12/21/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The amendemnt of the option was made in connection with a $0.07/share special dividend payable to stockholders of record as of November 18, 2010. The replacement option has the same vesting schedule as the "old" option. ( 2 )The grant was made in connection with a $0.07/share special dividend payable to stockholders of record as of Novermber 18, 2010. The shares were granted with the same vesting schedule as the corresponding replacement option grant.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.