Statement of Changes in Beneficial Ownership (4)
22 2월 2019 - 8:27AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Hume Patricia
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2. Issuer Name
and
Ticker or Trading Symbol
IPASS INC
[
ipas
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer
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(Last)
(First)
(Middle)
C/O IPASS INC., 3800 BRIDGE PARKWAY SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2019
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(Street)
REDWOOD SHORES CA, X1 94065
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/12/2019
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S
(1)
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17300
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D
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$3.14
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38657
(2)
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D
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Common Stock
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2/12/2019
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U
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38657
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D
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(3)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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This constitutes the sale of shares of common stock for statutory tax 50,000 Restricted Stock Awards were granted on March 31, 2018; 100% of the shares were released on February 12, 2019 pursuant to the Agreement and Plan of Merger dated as of November 12, 2018 (the "Merger Agreement"), by and among iPass, Inc. ("iPass") and Pareteum the Purchaser.
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(2)
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On August 23, 2018, iPass, Inc. effected a 1-for-10 reverse stock split (the "Reverse Split"). Accordingly,the number of shares of common stock on a pre-Reverse Split basis were adjusted following the Reverse Split (with fractional shares rounded down to the next whole number). Included in this post-split number is 500 shares of Employee Stock Purchase Plan, purchased as of April 30, 2018 and October 31,2018, respectively.
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(3)
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Disposed of pursuant to Merger Agreement between Issuer and Pareteum in exchange for 1.17 shares of Pareteum common stock having a market value of $2.90 per share on the Effective Date of the Merger.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hume Patricia
C/O IPASS INC.
3800 BRIDGE PARKWAY SUITE 200
REDWOOD SHORES CA, X1 94065
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Chief Operating Officer
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Signatures
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/s/ Darin R. Vickery
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2/21/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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