GOLD STANLEY P 4
4 · IPASS INC · Filed Jun 25, 2009
Insider Transaction Report
Form 4
IPASS INCIPAS
GOLD STANLEY P
Director
Transactions
- Award
Stock Option (Right to Buy)
2009-06-24+15,000→ 15,000 totalExercise: $1.58Exp: 2019-06-24→ Common Stock (15,000 underlying) - Award
Restricted Common Stock
2009-06-24+5,000→ 15,000 total
Footnotes (3)
- [F1]The shares of restricted stock vest on the first anniversary of the date of grant or, if earlier, on the date of the next annual meeting following the grant date. In the event of Mr. Gold's termination with the Issuer, the Issuer may receive via a forfeiture condition, any or all of the unvested shares of common stock held by him as of the date of termination. These shares of restricted stock were granted to Mr. Gold, a non-employee director of the Issuer, pursuant to the 2003 Non-Employee Directors Plan in his capacity as a member of the board of directors of the Issuer.
- [F2]The stock options vest on the first anniversay of the date of grant or, if earlier, on the date of the next annual meeting following the grant date. These stock options were granted to Mr. Gold, a non-employee director of the Issuer, pursuant to the 2003 Non-Employee Directors Plan in his capacity as a member of the board of directors of the Issuer.
- [F3]Mr. Gold is a Managing Member of Shamrock Partners Activist Value Fund, L.L.C. ("Shamrock Partners"), which is the managing member of Shamrock Activist Value Fund GP, L.L.C. (the "General Partner"), which is the general partner of (i) Shamrock Activist Value Fund, L.P. ("SAVF"); (ii) Shamrock Activist Value Fund II, L.P. ("SAVF II") and (iii) Shamrock Activist Value Fund III, L.P. ("SAVF III", and collectively, with SAVF, SAVF II, Shamrock Partners and the General Partner (the "Fund")), and as such and by virtue of his positions or relationships with the Fund, Mr. Gold may be deemed to beneficially own the securities of the issuer held by the Fund. Mr. Gold disclaims beneficial ownership of any securities held by the Fund except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is a beneficial owner of any such securities for purposes of Section 16 or for any other purpose.