Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
BOWER JUNE
   2. Issuer Name and Ticker or Trading Symbol
IPASS INC [IPAS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Marketing Officer
(Last)
(First)
(Middle)
3800 BRIDGE PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
11/25/2013
(Street)

REDWOOD SHORES, CA 94065		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 11/25/2013   A   80,000 (1) A $ 0 80,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 1.71 11/25/2013   A   360,000   11/25/2013(2) 11/24/2023 Common Stock 360,000 $ 1.71 360,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BOWER JUNE
3800 BRIDGE PARKWAY
REDWOOD SHORES, CA 94065		       Chief Marketing Officer  

Signatures

 /s/ June Bower   11/25/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted stock awards (RSA) fully vest December 31, 2017. Awards are subject to accelerated vesting as follows: 25% of shares shall vest on date 2 business days after the Company has released to the public that it has achieved $88 million ($22M in qtrly OM revenue) or more of open mobile annual run rate revenue in a calendar qtr 25% of shares shall vest on date 2 business days after the Company has released to the public that it has achieved $100 million ($25M in qtrly OM revenue) or more of open mobile annual run rate revenue in a calendar qtr 25% of shares shall vest on date 2 business days after the Company has released to the public that it has achieved $112 million ($28M in qtrly OM revenue) or more of open mobile annual run rate revenue in a calendar qtr 25% of shares shall vest on date 2 business days after the Company has released to the public that it has achieved $124 million ($31M in qtrly OM revenue) or more of open mobile annual run rate revenue in a calenda
(2) 25% of the shares will vest on the first anniversary of the date of the grant with the remaining shares vesting in 36 equal monthly installments thereafter.

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