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^*

ASIA PACIFIC GROWTH FUND II L P

(Last)

(First)

(Middle)

156 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2003

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)
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	08/25/2003		S		3,000	D	$5.5	693,427⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		986	D	$5.205	692,441⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		316	D	$5.24	692,125⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		1,460	D	$5.25	690,665⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		3,749	D	$5.26	686,916⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		1,381	D	$5.3	685,535⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		2,960	D	$5.31	682,575⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		986	D	$5.32	681,589⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		987	D	$5.34	680,602⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		2,960	D	$5.35	677,642⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		1,973	D	$5.4	675,669⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		1,973	D	$5.43	973,696⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		986	D	$5.45	672,710⁽¹⁾⁽³⁾	D
Common Stock	08/28/2003		S		986	D	$5.5	671,724⁽¹⁾⁽³⁾	D
Common Stock	08/25/2003		S		3,000	D	$5.5	693,427⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		986	D	$5.205	692,441⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		316	D	$5.24	692,125⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		1,460	D	$5.25	690,665⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		3,749	D	$5.26	686,916⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		1,381	D	$5.3	685,535⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		2,960	D	$5.31	682,575⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		986	D	$5.32	681,589⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		987	D	$5.34	680,602⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		2,960	D	$5.35	677,642⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		1,973	D	$5.4	675,669⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		1,973	D	$5.43	673,696⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		986	D	$5.45	672,710⁽²⁾⁽³⁾	I	By APGF2
Common Stock	08/28/2003		S		986	D	$5.5	671,724⁽²⁾⁽³⁾	I	By APGF2

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)

1. Name and Address of Reporting Person^*

ASIA PACIFIC GROWTH FUND II L P

(Last)

(First)

(Middle)

156 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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^*

H&Q ASIA PACIFIC II LLC

(Last)

(First)

(Middle)

156 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(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. These securities are deemed beneficially owned by Asia Pacific Growth Fund II, L.P. ("APGF2").

2. These securities are deemed beneficially owned by H&Q Asia Pacific II, L.L.C., which is the general partner of APGF2.

3. The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	Sean Warren, Authorized Signatory	09/04/2003
	** 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).
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.