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^*

NAM LEE KHENG

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2003

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	08/29/2003		S		12,750	D	$5.2303	335,667	I	See footnote⁽³⁾
Common Stock	08/29/2003		C		602,409	A	⁽¹⁾	938,076	I	See footnote⁽³⁾
Common Stock	08/29/2003		S		17,250	D	$5.2303	1,469,299	I	See footnote⁽⁴⁾
Common Stock	08/29/2003		C		402,409	A	⁽¹⁾	602,409	I	See footnote ⁽⁵⁾
Common Stock	08/29/2003		C		402,409	A	⁽¹⁾	602,409	I	See footnote⁽⁶⁾

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)
Series A Preferred Stock	⁽¹⁾	08/29/2003		C			602,409	04/19/2002	⁽²⁾	Common Stock	602,409	$0	0	I	See footnote⁽³⁾
Series A Preferred Stock	⁽¹⁾	08/29/2003		C			402,409	04/19/2002	⁽²⁾	Common Stock	402,409	$0	0	I	See footnote⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	08/29/2003		C			402,409	04/19/2002	⁽²⁾	Common Stock	402,409	$0	0	I	See footnote⁽⁶⁾

Explanation of Responses:

1. Series A Preferred Stock is convertible into Common Stock on a one-for-one basis.

2. The Series A Preferred Stock does not have a stated expiration date.

3. The shareholder of record is Vertex Technology Fund Ltd (VTF). Mr. Lee is (i) a director of VTF, (ii) the President and a director of Vertex Venture Holdings Ltd. (VVH), the majority shareholder of VTF, and (iii) the President of Vertex Managment (II) Pte Ltd (VM2), which holds a power of attorney granted by VTF to make certain voting and investment decisions. Mr. Lee disclaims beneficial ownership of the reported securities held by VTF except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Lee 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). Mr. Lee is (i) the President of VI2, (ii) the President and a director of VVH, the holder of more than 45% of the outstanding shares of VI2, and (iii) the President of VM2, which holds a power of attorney granted by VI2 to make certain voting and investment decisions. Mr. Lee disclaims beneficial ownership of the reported securities held by VI2 except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Lee is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

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

6. The shareholder of record is Vertex Technology Fund (III) Ltd (VTF3). Mr. Lee is (i) a director of VTF3, (ii) the President and a director of VVH, the majority shareholder of VTF3, and (iii) the President of VM2, which holds a power of attorney granted by VTF3 to make cetain voting and investment decisions. Mr. Lee disclaims beneficial ownership of the reported securities held by VTF3 except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Lee is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

Remarks:

	Kheng Nam Lee	09/03/2003
	** 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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