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) 02/15/2005 | ||||||||||||||||||||||||||
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 | 02/15/2005 | C | 5,077,735 | A | (1) | 5,180,800 | I | see note(2) | ||
common stock | 02/15/2005 | C | 36,842,661 | A | (1) | 37,588,568 | I | see note(3) | ||
common stock | 02/15/2005 | C | 541,241 | A | (1) | 560,094 | I | see note(4) | ||
common stock | 1,184 | I | see note(5) |
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 Convertible Preferred Stock | (6) | 02/15/2005 | C | 657 | (8) | (9) | common stock | 3,844,010 | $1,000 | 0 | I | see note(2) | |||
Series G-11 Convertible Preferred Stock | (6) | 02/15/2005 | C | 4,751 | (8) | (9) | common stock | 27,797,405 | $1,000 | 0 | I | see note(3) | |||
Series G-12 Convertible Preferred Stock | (7) | 02/15/2005 | C | 92 | (8) | (9) | common stock | 541,241 | $1,000 | 0 | I | see note(4) | |||
Series I Convertible Preferred Stock | (10) | 02/15/2005 | C | 19 | (8) | (9) | common stock | 117,792 | $1,000 | 0 | I | see note(2) | |||
Series I Convertible Preferred Stock | (10) | 02/15/2005 | C | 139 | (8) | (9) | common stock | 861,748 | $1,000 | 0 | I | see note(3) | |||
Series J Convertible Preferred Stock | (11) | 02/15/2005 | C | 24 | (8) | (9) | common stock | 743,955 | $5,000 | 0 | I | see note(2) | |||
Series J Convertible Preferred Stock | (11) | 02/15/2005 | C | 176 | (8) | (9) | common stock | 5,455,672 | $5,000 | 0 | I | see note(3) | |||
Series M Convertible Preferred Stock | (12) | 02/15/2005 | C | 12 | (8) | (9) | common stock | 371,978 | $5,000 | 0 | I | see note(2) | |||
Series M Convertible Preferred Stock | (12) | 02/15/2005 | C | 88 | (8) | (9) | common stock | 2,727,836 | $5,000 | 0 | I | 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. Represents the number of shares of common stock issued to such Reporting Person upon conversion of the Series G-11 Preferred Stock, Series G-12 Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series M Preferred Stock held by such Reporting Person as reported on Table II. The conversion price for the Series G-11 Preferred Stock, Series G-12 Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series M Preferred Stock was approximately $0.1709, $0.1699, $0.1613, $0.1613 and $0.1613, respectively. |
2. Represents shares directly owned by BCP Capital, L.P. ("BCP Cap"). |
3. Represents shares directly owned by BCP Capital QPF, L.P. ("BCP QPF"). |
4. Represents shares directly owned by BCP Affiliates Fund LLC ("BCP Affiliates"). |
5. Represents shares directly owned by BCP BCPSBS Fund L.P. |
6. Each share of Series G-11 Participating convertible Preferred Stock, par value $0.001 per share, was converted into approximately 5,850.85367 shares of common stock. |
7. Each share of Series G-12 Participating convertible Preferred Stock, par value $0.001 per share, was converted into approximately 5,883.06514 shares of common stock. |
8. The preferred securities are immediately convertible. |
9. The conversion feature continues indefinitely. |
10. Each share of Series I Participating Convertible Preferred Stock, par value $0.001 per share, was converted into 6,199.628 shares of common stock. |
11. Each share of Series J Participating Convertible Preferred Stock, par value $0.001 per share, was converted into 30,998.15 shares of common stock. |
12. Each share of Series M Participating Convertible Preferred Stock, par value $0.001 per share, was converted into 30,998.15 shares of common stock. |
Remarks: |
Steven D. Brooks is a Director of Cogent Communications Group, Inc. Mr. Brooks is a Manager of BCP General LLC ("BCPG"), the General Partner of BCP Capital L.P. and BCP Capital QPF, L.P. and a Manager of BCP Capital Management LLC, the Manager of BCP Capital L.P., BCP Capital QPF, L.P. and BCP Affiliates Fund LLC. Paul F. Deninger is the Chief Executive Officer of BV Holdings LLP, the General Partner of BCI Holdings L.P., which is a Member of BCPG, the Manager of Broadview BCPSBS Fund LLC, and the General Partner of Broadview BCPSBS Fund L.P. Messrs' Brooks, Deninger and Stephen J. Bachmann are Members of the Investment Committee of BCPG. 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. |
BCP Capital L.P., By: BCP General LLC Its: General Partner By: /s/ Steven D. Brooks Steven D. Brooks Managing Director | 02/17/2005 | |
BCP Capital QPF, L.P. By: BCP General LLC Its: General Partner By: /s/Steven D. Brooks Steven D. Brooks Managing Director | 02/17/2005 | |
BCP Affiliates Fund LLC By: BCP Capital Management LLC Its: Manager By: /s/ Steven D. Brooks Steven D. Brooks Managing Director | 02/17/2005 | |
BCP General LLC By: /s/ Steven D. Brooks Steven D. Brooks Managing Director | 02/17/2005 | |
BCI Holdings, L.P. By: BV Holdings LLP Its: General Partner By: /s/ Steven D. Brooks Steven D. Brooks Attorney-in-Fact | 02/17/2005 | |
BV Holdings LLP By: /s/ Steven D. Brooks Steven D. Brooks Attorney-in-Fact | 02/17/2005 | |
/s/ Steven D. Brooks | 02/17/2005 | |
/s/ Steven D. Brooks Stephen J. Bachmann By: Steven D. Brooks Attorney-in-Fact | 02/17/2005 | |
/s/ Steven D. Brooks Paul F. Deninger By: Steven D. Brooks Attorney-in-Fact | 02/17/2005 | |
** 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. |