Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hendrikse Renatus
 2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2014		 3. Issuer Name and Ticker or Trading Symbol
IPASS INC [IPAS]
(Last)
(First)
(Middle)
3800 BRIDGE PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President Worldwide Sales
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDWOOD SHORES, CA 94065		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 102,830 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 05/31/2012(2) 05/31/2021 Common Stock 80,000 $ 1.52 D  
Stock Option (Right to Buy) 07/30/2013(3) 07/30/2023 Common Stock 35,000 $ 2.32 D  
Stock Option (Right to Buy) 04/29/2015(4) 04/29/2025 Common Stock 25,000 $ 1.62 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hendrikse Renatus
3800 BRIDGE PARKWAY
REDWOOD SHORES, CA 94065		       Vice President Worldwide Sales  

Signatures

Renatus Hendrikse 12/03/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Of these, 80,000 shares are restricted stock awards which fully vest on December 31, 2017. Awards are subject to accelerated vesting as follows: 25% of the shares shall vest two business days after the Company has released to the public that the Company has achieved $88 million or more of Open Mobile ("OM") annual run rate revenue in a calendar quarter, 25% of the shares shall vest two business days after the Company has released to the public that the Company has achieved $100 million or more of Open Mobile ("OM") annual run rate revenue in a calendar quarter, 25% of the shares shall vest two business days after the Company has released to the public that the Company has achieved $112 million or more of Open Mobile ("OM") annual run rate revenue in a calendar quarter, and 25% of the shares shall vest two business days after the Company has released to the public that the Company has achieved $124 million or more of Open Mobile ("OM") annual run rate revenue in a calendar quarter.
(2) 25% of the shares vested on May 31. 2012, with the remaining shares vesting in 36 monthly installments thereafter.
(3) 25% of the shares vested on July 30. 2013, with the remaining shares vesting in 36 monthly installments thereafter.
(4) 25% of the shares will vest on April 29. 2015, with the remaining shares vesting in 36 monthly installments thereafter.

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