SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Millennium Technology Value Partners LP (Last) (First) (Middle) 32 AVENUE OF THE AMERICAS 17TH FLOOR (Street) NEW YORK NY 10013 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 10/16/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/16/2014		J(1)		688,102	D	$0	2,740,713(3)(5)(6)(7)	D
Common Stock	10/16/2014		J(2)		696,989	D	$0	2,799,651(4)(5)(6)(7)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* Millennium Technology Value Partners LP (Last) (First) (Middle) 32 AVENUE OF THE AMERICAS 17TH FLOOR (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Millennium Technology Value Partners Management LP (Last) (First) (Middle) 32 AVENUE OF THE AMERICAS 17TH FLOOR (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Millennium Technology Value Partners RCM L P (Last) (First) (Middle) 32 AVENUE OF THE AMERICAS 17TH FLOOR (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Millennium TVP GP LLC (Last) (First) (Middle) 32 AVENUE OF THE AMERICAS 17TH FLOOR (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to a distribution by Millennium Technology Value Partners L.P. ("MTVP") to its limited partners.

2. Pursuant to a distribution by Millennium Technology Value Partners RCM L.P. ("MTVP (RCM)") to its limited partners.

3. Millennium Technology Value Partners, L.P. directly owns these shares (the "MTVP Shares") of Common Stock of the Issuer.

4. Millennium Technology Value Partners (RCM), L.P. directly owns these shares (the "MTVP(RCM) Shares", and together with the MTVP Shares, the "iPass Shares") of Common Stock of the Issuer.

5. MTVP and MTVP(RCM) (collectively, the "Funds") have the same general partner, Millennium Technology Value Partners Management, L.P. ("MTVPM") . Accordingly, each of MTVP and MTVP(RCM) may be deemed for purposes of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), to be beneficial owners of the iPass Shares. Each of MTVP and MTVP(RCM) disclaims beneficial ownership of the other's shares of the Issuer's Common Stock, and this report shall not be deemed and admission that either MTVP or MTVP(RCM) is a beneficial owner of the other's shares of the Issuer's common stock for purposes of Section 16 or any other purpose.

6. Millennium TVP (GP), LLC ("MTVP-GP") is the general partner of MTVPM.

7. Each of MTVPM and MTVP-GP may be deemed for purposes of Section 16 of the Exchange Act to be indirect beneficial owners of the iPass Shares. MTVPM and MTVP-GP disclaim beneficial ownership of the iPass Shares except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person is a beneficial owner of the IPass Shares for purposes of Section 16 or for any other purpose.

Remarks:

	Millennium Technology Value Partners L.P., by Daniel Burstein	10/20/2014
	Millennium Technology Value Partners (RCM) L.P., by Daniel Burstein	10/20/2014
	Millennium Technology Value Partners Management LP, by Daniel Burstein	10/20/2014
	Millennium TVP GP LLC, by Daniel Burstein	10/20/2014
	** Signature of Reporting Person	Date
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.