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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

iPass Inc.
(Name of Issuer)

Common Shares, $.001 Par Value
(Title of Class of Securities)

42621V108
(CUSIP Number)

David K. Robbins, Esq.
Bingham McCutchen LLP
355 South Grand Avenue, 44th Floor
Los Angeles, CA 90071
(213) 680-6400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 8, 2005
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

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.

 

             
SCHEDULE 13D
CUSIP No. 42621V108
  1. Name of Reporting Person:
Shamrock Activist Value Fund II, L.P. — 		I.R.S. Identification Nos. of above persons (entities only):
55-0908199
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
Not Applicable
  6. Citizenship or Place of Organization:
Virginia
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
779,600 Common Shares*
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
779,600 Common Shares*
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
779,600 Common Shares*
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
1.23%*
  14.Type of Reporting Person (See Instructions):
PN
* See Item 5 hereof

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SCHEDULE 13D
CUSIP No. 42621V108
  1. Name of Reporting Person:
Shamrock Activist Value Fund, L.P. — 		I.R.S. Identification Nos. of above persons (entities only):
35-2239069
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
Not Applicable
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
Not Applicable
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,566,126 Common Shares*
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,566,126 Common Shares*
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,566,126 Common Shares*
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
8.75%*
  14.Type of Reporting Person (See Instructions):
PN
* See Item 5 hereof

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SCHEDULE 13D
CUSIP No. 42621V108
  1. Name of Reporting Person:
Shamrock Activist Value Fund GP, L.L.C. —		 I.R.S. Identification Nos. of above persons (entities only):
37-1497874
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
Not Applicable
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
Not Applicable
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
6,345,726 Common Shares*
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
6,345,726 Common Shares*
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
6,345,726 Common Shares*
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
9.98%*
  14.Type of Reporting Person (See Instructions):
OO
* See Item 5 hereof

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SCHEDULE 13D
CUSIP No. 42621V108
  1. Name of Reporting Person:
Shamrock Partners Activist Value Fund, L.L.C. —		 I.R.S. Identification Nos. of above persons (entities only):
87-0733755
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
Not Applicable
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
Not Applicable
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
6,345,726 Common Shares*
8. Shared Voting Power:
0
9. Sole Dispositive Power:
6,345,726 Common Shares*
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
6,345,726 Common Shares*
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
9.98%*
  14.Type of Reporting Person (See Instructions):
OO
* See Item 5 hereof

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INTRODUCTION
This statement amends the amended Schedule 13D (the “Amended Schedule 13D”) filed on May 23, 2005 and amended on August 5, 2005, by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C.,
(“Shamrock Partners” and collectively with SAVF and the General Partner, the “Reporting Persons”) with respect to Common Shares, $.001 par value per share (“Common Shares”), of iPass Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 2 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Amended Schedule 13D.
1. ITEM 2 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:
ITEM 2.   Identity and Background.
(a)-(f). On the dates set forth on the Schedule of Transactions attached hereto as Exhibit 5 and incorporated herein by reference, Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), acquired 779,600 Common Shares of the Company. The Amended Schedule 13D is hereby amended to include SAVF II as a Reporting Person.
     The general partner of SAVF II is Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company and the general partner of SAVF (the “General Partner”). As previously disclosed, Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company, is the managing member of the General Partner (“Shamrock Partners”). The principal business of SAVF II is investing in the securities of publicly traded small and micro-cap companies in the United States and, in connection therewith, co-investing with SAVF. The principal business of the General Partner is acting as general partner of SAVF II and SAVF (SAVF II and SAVF collectively are referred to herein as the “Shamrock Activist Value Fund”), and the principal business of Shamrock Partners is acting as the managing member of the General Partner. The controlling persons of SAVF II are the controlling persons of SAVF, as previously disclosed in the Amended Schedule 13D.
2. ITEM 3 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:
ITEM 3.   Source and Amount of Funds or Other Consideration.
     The total amount of funds used by SAVF to purchase the 95,700 Common Shares acquired by it since August 5, 2005 (the date of the filing of Amendment No. 1 to the Amended Schedule 13D) was $502,889 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.
     The total amount of funds used by SAVF II to purchase the 779,600 Common Shares reported hereunder was $4,473,702 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

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3. ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:
ITEM 4.   Purpose of Transaction.
     SAVF acquired 95,700 Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 5 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market.
     SAVF II acquired 779,600 Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 5 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market.
     The purposes of SAVF II’s investment in the Company are the same purposes as those disclosed with respect to SAVF.
4. ITEM 5 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:
ITEM 5.   Interests in Securities of the Issuer.
(a), (b) SAVF and SAVF II are controlled by the General Partner. As a result, each of SAVF and SAVF II may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the other.
     Since August 5, 2005 (the date of the filing of Amendment No. 1 to the Amended Schedule 13D), SAVF has acquired 95,700 Common Shares in the open market on the NASDAQ National Market on the dates, in the amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 5 and incorporated herein by reference. Together with the Common Shares owned by SAVF as previously reported in the Amended Schedule 13D, SAVF is the owner of 5,566,126 Common Shares, which represents approximately 8.75% of the issued and outstanding Common Shares. SAVF II owns 779,600 Common Shares, which were acquired in the open market on the NASDAQ National Market on the dates, in the amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 5 and incorporated herein by reference, which Common Shares represent approximately 1.23% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 6,345,726 Common Shares, which represents approximately 9.98% of the issued and outstanding Common Shares.
     As the general partner of SAVF, the General Partner may be deemed to beneficially own the 6,345,726 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 9.98% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 6,345,726 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 9.98% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 6,345,726 Common Shares owned by the Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 6,345,726 Common Shares owned by the Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2.

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     The percentages set forth in this response to Items 5(a) and 5(b) assumes that 63,596,394 Common Shares were outstanding as of August 1, 2005, as represented by the Company in its 10-Q filed with the Securities Exchange Commission on August 9, 2005.
(c) Except as set forth above, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified in response to Item 2, beneficially owns any Common Shares or has effected any transactions in Common Shares during the preceding 60 days.
(d) Not applicable.
(e) Not applicable.
5. ITEM 6 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:
ITEM 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     Except as disclosed in the Amended Schedule 13D, the Reporting Persons have no knowledge of any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in response to Item 2 or between such persons and any person with respect to any securities of the Company.
6. ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:
ITEM 7.   Material to be Filed as Exhibits.
     
    Document
Exhibit 5     —
  Schedule of Transactions
 
    
Exhibit 6     —
  Joint Filing Agreement, dated November 8, 2005, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

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SIGNATURES
     After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: November 8, 2005
         
  SHAMROCK ACTIVIST VALUE FUND, L.P.  
  By:   Shamrock Activist Value Fund GP, L.L.C.,
its general partner  		  
  By:   Shamrock Partners Activist Value Fund, L.L.C.,    
    its managing member   
       
  By:   /s/ MICHAEL J. McCONNELL    
    Name:    Michael J. McConnell  
    Title:    Vice President  
 
 
  SHAMROCK ACTIVIST VALUE FUND II, L.P.  
  By:   Shamrock Activist Value Fund GP, L.L.C.,
its general partner  		  
  By:   Shamrock Partners Activist Value Fund, L.L.C.,    
    its managing member   
     
  By:   /s/ MICHAEL J. McCONNELL    
    Name:    Michael J. McConnell  
    Title:    Vice President  
 
 
  SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.  
  By:   Shamrock Partners Activist Value Fund, L.L.C.,    
    its managing member   
       
  By:   /s/ MICHAEL J. McCONNELL    
    Name:    Michael J. McConnell  
    Title:    Vice President  
 
 
  SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
 		  
  By:   /s/ MICHAEL J. McCONNELL  
    Name:    Michael J. McConnell  
    Title:    Vice President  

 

 

         
Exhibit Index
     
    Document
Exhibit 5     —
  Schedule of Transactions
 
    
Exhibit 6     —
  Joint Filing Agreement, dated November 8, 2005, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.