Filing Details

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

____________________________

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

 (Amendment No. 2 - EXIT FILING)

iPass Inc.
(Name of Issuer)

Common Stock, par value $0.001
(Title of Class of Securities)

46261V108
(CUSIP Number)

December 31, 2017
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐          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 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).

 

CUSIP NO.  46261V108

CUSIP NO.  46261V108

CUSIP NO.  46261V108

CUSIP NO.  46261V108

Item 1.

(a)        Name of Issuer:

iPass Inc.

(b)        Address of Issuer’s Principal Executive Offices:

3800 Bridge Parkway

Redwood Shores, California 94065

Item 2.

(a)        Name of Person Filing:

This Schedule 13G/A is filed pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Act”), by:

(i)

Millennium Technology Value Partners, L.P.;

(ii)

Millennium Technology Value Partners (RCM), L.P.;

(iii)

Millennium Technology Value Partners Management, L.P.;

(iv)

Millennium TVP (GP), LLC; and

(v)

Samuel L. Schwerin.

The Filers have entered into a Joint Filing Agreement and Power of Attorney, dated February 14, 2018, a copy of which is attached as Exhibit A to this Schedule 13G/A, pursuant to which the Filers agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.  The Filers are filing this statement jointly, but not as members of a group and each expressly disclaims membership in a group.

 (b)       Address of Principal Business Office or, if None, Residence:

60 East 42nd St., Ste. 1365

(c)        Citizenship:

Millennium RCM LP, Millennium LP and Millennium Management are each Delaware limited partnerships.  Millennium TVP is a Delaware limited liability company. Samuel L. Schwerin is a United States citizen.

(d)        Title of Class of Securities:

Common Stock, par value $0.001 (“Common Stock”)

(e)        CUSIP Number:

46261V108

JOINT FILING AGREEMENT and POWER OF ATTORNEY

Pursuant to Rule 13d-1(k), the undersigned hereby agree that the attached Schedule 13G/A (including any amendments thereto) is filed on behalf of each of them with respect to the  Common Stock, par value $0.001 per share, of iPass Inc., and further agree that this Joint Filing Agreement and Power of Attorney shall be included as an exhibit to such joint filing. 

Each of the undersigned hereby makes, constitutes, and appoints Samuel L. Schwerin their true and lawful attorney-in-fact, with full power of substitution, for it in any and all capacities to execute and cause to be filed with the Securities and Exchange Commission any and all amendments to this Schedule 13G/A, together with exhibits to any such amendments and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or said attorney-in-fact’s substitute or substitutes may do or cause to be done by virtue hereof.