Edgar Filing: COGENT COMMUNICATIONS GROUP INC

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 ^*

GLASSMEYER EDWARD F

2. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS GROUP INC [COI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O OAK INVESTMENT PARTNERS, ONE GORHAM ISLAND

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

(Street)

WESTPORT, CT 06880

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2005		C		89,666,388	A	⁽¹⁾	91,627,271	I	See Note ⁽²⁾
Common Stock	02/15/2005		C		968,582	A	⁽¹⁾	989,482	I	See Note ⁽³⁾
Common Stock	02/15/2005		C		2,136,151	A	⁽¹⁾	2,183,217	I	See Note ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series G-1 Preferred Stock

⁽⁵⁾

02/15/2005

9,665

⁽⁶⁾

⁽⁷⁾

Common Stock

56,707,616

$ 1,000

See Note ⁽²⁾

Series G-1 Preferred Stock

⁽⁵⁾

02/15/2005

103

⁽⁶⁾

⁽⁷⁾

Common Stock

604,334

$ 1,000

See Note ⁽³⁾

Series G-1 Preferred Stock

⁽⁵⁾

02/15/2005

232

⁽⁶⁾

⁽⁷⁾

Common Stock

1,361,217

$ 1,000

See Note ⁽⁴⁾

Series I Preferred Stock

⁽⁸⁾

02/15/2004

290

⁽⁶⁾

⁽⁷⁾

Common Stock

1,797,892

$ 1,000

See Note ⁽²⁾

Series I Preferred Stock

⁽⁸⁾

02/15/2005

⁽⁶⁾

⁽⁷⁾

Common Stock

18,599

$ 1,000

See Note ⁽³⁾

Series I Preferred Stock

⁽⁸⁾

02/15/2005

⁽⁶⁾

⁽⁷⁾

Common Stock

43,397

$ 1,000

See Note ⁽⁴⁾

Series J Preferred Stock

⁽⁹⁾

02/15/2005

522

⁽⁶⁾

⁽⁷⁾

Common Stock

16,181,029

$ 5,000

See Note ⁽²⁾

Series J Preferred Stock

⁽⁹⁾

02/15/2005

⁽⁶⁾

⁽⁷⁾

Common Stock

185,989

$ 5,000

See Note ⁽³⁾

Series J Preferred Stock

⁽⁹⁾

02/15/2005

⁽⁶⁾

⁽⁷⁾

Common Stock

371,978

$ 5,000

See Note ⁽⁴⁾

Series M Preferred Stock

⁽¹⁰⁾

02/15/2005

483

⁽⁶⁾

⁽⁷⁾

Common Stock

14,979,851

$ 5,000

See Note ⁽²⁾

Series M Preferred Stock

⁽¹⁰⁾

02/15/2005

⁽⁶⁾

⁽⁷⁾

Common Stock

159,660

$ 5,000

See Note ⁽³⁾

Series M Preferred Stock

⁽¹⁰⁾

02/15/2005

⁽⁶⁾

⁽⁷⁾

Common Stock

359,559

$ 5,000

See Note ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GLASSMEYER EDWARD F C/O OAK INVESTMENT PARTNERS ONE GORHAM ISLAND WESTPORT, CT 06880	X	X
OAK INVESTMENT PARTNERS IX L P ONE GORHAM ISLAND WESTPORT, CT 06880		X
OAK IX AFFILIATES FUND LP ONE GORHAM ISLAND WESTPORT, CT 06880		X
OAK IX AFFILIATES FUND A LP ONE GORHAM ISLAND WESTPORT, CT 06880		X

Signatures

Edward F. Glassmeyer		02/16/2005
^**Signature of Reporting Person		Date
Edward F. Glassmeyer, a Managing Member of Oak Associates IX, L.L.C, the General Partner of Oak Investment Partners IX, Limited Partnership		02/16/2005
^**Signature of Reporting Person		Date
Edward F. Glassmeyer, Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Afilliates Fund, Limited Partnership		02/16/2005
^**Signature of Reporting Person		Date
Edward F. Glassmeyer, Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Afilliates Fund-A, Limited Partnership		02/16/2005
^**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)	Represents the number of shares of Common Stock issued to such Reporting Person upon conversion of the Series G-1 Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series M Preferred Stock held by such Reporting Person as reported in Table II. The conversion price for the Series G-1 Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series M Preferred Stock was approximately $0.1704, $0.1613, $0.1613 and $0.1613, respectively.
(2)	Represents shares directly owned by Oak Investment Partners IX, Limited Partnership ("Oak IX, L.P.").
(3)	Represents Shares directly owned by Oak IX Affiliates Fund, Limited Partnership ("Oak IX Affiliates, L.P.").
(4)	Represents Shares directly owned by Oak IX Affiliates Fund-A, Limited Partnership ("Oak IX Affiliates-A, L.P.").
(5)	Each share of Series G-1 Participating Convertible Preferred Stock, par value $.001 per share, was converted into approximately 5,867.3 shares of Common Stock.
(6)	The preferred securities are immediately convertible.
(7)	The conversion feature continues indefinitely.
(8)	Each share of Series I Participating Convertible Preferred Stock, par value $.001 per share, was converted into 6,199.628 shares of Common Stock.
(9)	Each share of Series J Participating Convertible Preferred Stock, par value $.001 per share, was converted into 30,998.15 shares of Common Stock.
(10)	Each share of Series M Participating Convertible Preferred Stock, par value $.001 per share, was converted into 30,998.15 shares of Common Stock.
Remarks: Remarks: Edward F. Glassmeyer is a Director of Cogent Communications Group, Inc. Mr. Glassmeyer is a Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak IX, L.P. and a Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates, L.P. and Oak IX Affiliates-A, L.P. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

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