SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BROOKS STEVEN D

(Last)

(First)

(Middle)

Broadview Capital Partners

950 Tower Lane, 18th Floor

(Street)

Foster City

94404

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2003

4. If Amendment, Date of 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

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	07/31/2003		C⁽⁵⁾		745,906	A	⁽⁵⁾	745,906	I⁽¹⁾	See Note ⁽¹⁾
Common Stock	07/31/2003		C⁽⁵⁾		103,064	A	⁽⁵⁾	103,064	I⁽²⁾	See Note ⁽²⁾
Common Stock	07/31/2003		C⁽⁵⁾		18,852	A	⁽⁵⁾	18,852	I⁽³⁾	See Note ⁽³⁾
Common Stock	07/31/2003		C⁽⁵⁾		1,184	A	⁽⁵⁾	1,184	I⁽⁴⁾	See Note ⁽⁴⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series G-11 Preferred Stock	⁽⁶⁾	07/31/2003		P		4,751		⁽¹⁰⁾	⁽¹¹⁾	Common Stock	27,797,405	$1,000	4,751	I⁽¹⁾	See Note ⁽¹⁾
Series G-11 Preferred Stock	⁽⁶⁾	07/31/2003		P		657		⁽¹⁰⁾	⁽¹¹⁾	Common Stock	3,844,011	$1,000	657	I⁽²⁾	See Note ⁽²⁾
Series G-12 Preferred Stock	⁽⁷⁾	07/31/2003		P		92		⁽¹⁰⁾	⁽¹¹⁾	Common Stock	541,242	$1,000	92	I⁽³⁾	See Note ⁽³⁾
Series B Preferred Stock	⁽⁸⁾	07/31/2003		C			2,760,543	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	358,299	$4.55	0	I⁽¹⁾	See Note ⁽¹⁾
Series B Preferred Stock	⁽⁸⁾	07/31/2003		C			381,436	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	49,507	$4.55	0	I⁽²⁾	See Note ⁽²⁾
Series B Preferred Stock	⁽⁸⁾	07/31/2003		C			123,626	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	16,045	$4.55	0	I⁽³⁾	See Note ⁽³⁾
Series B Preferred Stock	⁽⁸⁾	07/31/2003		C			9,121	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	1,184	$4.55	0	I⁽⁴⁾	See Note ⁽⁴⁾
Series C Preferred Stock	⁽⁹⁾	07/31/2003		C			3,876,073	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	387,607	$1.2467	0	I⁽¹⁾	See Note ⁽¹⁾
Series C Preferred Stock	⁽⁹⁾	07/31/2003		C			535,574	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	53,557	$1.2467	0	I⁽²⁾	See Note ⁽²⁾
Series C Preferred Stock	⁽⁹⁾	07/31/2003		C			28,074	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	2,807	$1.2467	0	I⁽³⁾	See Note ⁽³⁾

1. Name and Address of Reporting Person^*

BROOKS STEVEN D

(Last)

(First)

(Middle)

Broadview Capital Partners

950 Tower Lane, 18th Floor

(Street)

Foster City

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BROADVIEW CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

950 Tower Lane, 18th Floor

(Street)

Foster City

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BROADVIEW CAPITAL PARTNERS QUALIFIED PURCHASER FUND LP

(Last)

(First)

(Middle)

950 Tower Lane, 18th Floor

(Street)

Foster City

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BROADVIEW CAPITAL PARTNERS AFFILIATES FUND LL

(Last)

(First)

(Middle)

950 Tower Lane, 18th Floor

(Street)

Foster City

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BROADVIEW CAPITAL PARTNERS MANAGEMENT LLC

(Last)

(First)

(Middle)

950 Tower Lane, 18th Floor

(Street)

Foster City

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BROADVIEW BCPSBS FUND LP

(Last)

(First)

(Middle)

1345 Avenue of the Americas, 20th Floor

(Street)

New York

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BCI HOLDINGS LP

(Last)

(First)

(Middle)

1345 Avenue of the Americas, 20th Floor

(Street)

New York

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BROADWVIEW HOLDING LLP

(Last)

(First)

(Middle)

1345 Avenue of the Americas, 20th Floor

(Street)

New York

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BACHMANN STEPHEN J

(Last)

(First)

(Middle)

Broadview Capital Partners

950 Tower Lane, 18th Floor

(Street)

Foster City

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DENINGER PAUL F

(Last)

(First)

(Middle)

BROADVIEW HOLDINGS LLP

1345 AVENUE OF THE AMERICAS, 20TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Shares owned directly by Broadview Capital Partners Qualified Purchaser Fund L.P.

2. Shares owned directly by Broadview Capital Partners L.P.

3. Shares owned directly by Broadview Capital Partners Affiliates Fund LLC

4. Shares owned directly by Broadview BCPSBS Fund L.P.

5. Represents the number of shares issued to such Reporting Person upon conversion of the Series B Preferred Stock and Series C Preferred Stock held by such Reporting Person. The conversion price for the Series B Preferred Stock and Series C Preferred Stock was approximately $35.057 and $12.467, respectively.

6. Each share of Series G-11 Preferred Stock, par value $.001 per share, is initially convertible into approximately 5,850.9 shares of Common Stock.

7. Each share of Series G-12 Preferred Stock, par value $.001 per share, is initially convertible into approximately 5,883.1 shares of Common Stock.

8. Each share of Series B Preferred Stock, par value $.001 per share, was converted into 0.12979 shares of Common Stock

9. Each share of Series C Preferred Stock, par value $.001 per share, was converted into 0.1 shares of Common Stock

10. The preferred securities are immediately convertible.

11. The conversion feature continues indefinitely.

Remarks:

Remarks: Steven D. Brooks is a Director of Cogent Communications Group, Inc. Mr. Brooks is a Manager of Broadview Capital Partners Management LLC ("BCPM"), the General Partner of Broadview Capital Partners L.P. and Broadview Capital Partners Qualified Purchaser Fund L.P.; and a Manager of Broadview Capital LLC, the Manager of Broadview Capital Partners Affiliates Fund LLC. Paul F. Deninger is the Chief Executive Officer of Broadview Holdings LLP, the General Partner of BCI Holdings L.P., which is a Member of BCPM; and the Manager of Broadview BCPSBS Fund LLC, the General Partner of Broadview BCPSBS Fund L.P. Messrs' Brooks, Deninger and Stephen J. Bachmann are Members of the Investment Committee of BCPM. 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.

	David J. Kapnick	08/13/2003
	Broadview Capital Partners L.P., by Broadview Capital Partners Management LLC, its General Partner, by David J. Kapnick, Chief Financial Officer	08/13/2003
	Broadview Capital Partners Qualified Purchaser Fund L.P., by Broadview Capital Partners Management LLC, its General Partner, by David J. Kapnick, Chief Financial Officer	08/13/2003
	Broadview Capital Partners Affiliates Fund LLC, by Broadview Capital LLC, its Manager, by David J. Kapnick, Chief Financial Officer	08/13/2003
	Broadview Capital Partners Management LLC, by David J. Kapnick, Chief Financial Officer	08/13/2003
	Broadview BCPSBS Fund L.P., by Broadview BCPSBS Fund LLC, its Manager, by David J. Kapnick, Attorney-in-Fact	08/13/2003
	BCI Holdings L.P., by Broadview Holdings LLP, its General Partner by David J. Kapnick, Attorney-in-Fact	08/13/2003
	Broadview Holdings LLP, by David J. Kapnick, Attorney-in-Fact	08/13/2003
	Steven D. Brooks, by David J. Kapnick, Attorney-in-Fact	08/13/2003
	Paul F. Deninger, by David J. Kapnick, Attorney-in-Fact	08/13/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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