SEC FORM 4

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

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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^*

VERTEX MANAGEMENT II PTE LTD

(Last)

(First)

(Middle)

77 SCIENCE PARK DRIVE,#02-15 CINTECH III

SINGAPORE SCIENCE PARK

(Street)

SINGAPORE

118256

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRIC COMMUNICATIONS INC [ GRIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		May be deemed membr of "group"

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/24/2003		S		18,400	D	$5.2847	112,100	I	See footnote⁽¹⁾
Common Stock	12/24/2003		S		10,800	D	$5.2847	55,100	I	See footnote⁽²⁾
Common Stock	12/24/2003		S		10,800	D	$5.2847	55,100	I	See footnote⁽³⁾
Common Stock								157,700	I	See footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shareholder of record is Vertex Technology Fund Ltd (VTF). Vertex Management (II) Pte Ltd (VM2) holds a power of attorney granted to VTF to make certain voting and investment decisions. VM2 disclaims beneficial ownership of the reported securities held by VTF except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

2. The shareholder of record is Vertex Technology Fund (II) Ltd (VTF2). VM2 holds a power of attorney granted by VTF2 to make certain voting and investment decisions. VM2 disclaims beneficial ownership of the reported securities held by VTF2 except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

3. The shareholder of record is Vertex Technology Fund (III) Ltd (VTF3). VM2 holds a power of attorney granted by VTF3 to make certain voting and investment decisions. VM2 disclaims beneficial ownership of the reported securities held by VTF3 except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

4. The shareholder of record is Vertex Investment (II) Ltd (VI2). VM2 holds a power of attorney granted by VI2 to make certain voting and investment decisions. VM2 disclaims beneficial ownership of the reported securities held by VI2 except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

Remarks:

	Kheng Nam Lee, President and Director, Vertex Management (II) Pte Ltd	12/29/2003
	** 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).
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