-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J3N3lEstOGCt2lLtTUNPuMA8ne0R+T56hBJZvIq+zRKYu4HtYP7cT8Qnf/C7VMJo frzGDfT2aISl+54tn1EzNg== 0001011438-07-000157.txt : 20070214 0001011438-07-000157.hdr.sgml : 20070214 20070214171036 ACCESSION NUMBER: 0001011438-07-000157 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IPASS INC CENTRAL INDEX KEY: 0001053374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 931214598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79585 FILM NUMBER: 07622501 BUSINESS ADDRESS: STREET 1: 3800 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6502324115 MAIL ADDRESS: STREET 1: 3800 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001071955 IRS NUMBER: 061524885 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2034292200 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC/CT/ DATE OF NAME CHANGE: 19981118 SC 13G 1 sc13g-ipass.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* IPASS INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (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 this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 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 Page 1 of 5 Pages PAGE 2 OF 5 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) PEQUOT CAPITAL MANAGEMENT, INC. 06-1524885 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization CONNECTICUT 5 Sole Voting Power Number of 3,686,100 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 3,698,300 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 3,698,300 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.6 % 12 Type of Reporting Person (See Instructions) IA, CO PAGE 3 OF 5 PAGES ITEM 1(A) NAME OF ISSUER: iPass Inc. (the "Issuer"). ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 3800 Bridge Parkway, Redwood Shores, California 94065 ITEM 2(A) NAME OF PERSON FILING: This statement is filed on behalf of Pequot Capital Management, Inc. (the "Reporting Person"). ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of the Reporting Person is 500 Nyala Farm Road, Westport, CT, 06880. ITEM 2(C) CITIZENSHIP: Pequot Capital Management, Inc. is a Connecticut corporation. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value per share (the "Common Stock"). ITEM 2(E) CUSIP NUMBER: 46261v108 ITEM 3. THIS STATEMENT IS FILED PURSUSANT TO RULE 13D-1(B)(1)(II)(E). The Reporting Person is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. ITEM 4. OWNERSHIP: Ownership as of December 31, 2006 is incorporated herein by reference from items (5) - (9) and (11) of the cover page of the Reporting Person. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The reporting person is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, has beneficial ownership of the shares which are the subject of this filing through the investment discretion the reporting person exercises over its clients' accounts. PAGE 4 OF 5 PAGES 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 GROUP: Not applicable. ITEM 10. CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. PAGE 5 OF 5 PAGES SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 2007 PEQUOT CAPITAL MANAGEMENT, INC. By: /s/ Aryeh Davis ---------------------------------- Name: Aryeh Davis Title: Chief Operating Officer, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----