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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS GROUP INC [ COI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 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) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |