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^*

WEINGARTEN TIM

(Last)

(First)

(Middle)

435 TASSO STREET

SUITE 120

(Street)

PALO ALTO

94301

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2006

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	06/06/2006		S		333,971	D	$8.5275	1,424,696	I	See footnote⁽¹⁾
Common Stock	06/06/2006		S		82,315	D	$8.5275	351,149	I	See footnote⁽²⁾
Common Stock	06/06/2006		S		7,380	D	$8.5275	31,485	I	See footnote⁽³⁾
Common Stock	06/06/2006		S		18,345	D	$8.5275	78,260	I	See footnote⁽⁴⁾
Common Stock	06/06/2006		S		183,615	D	$8.5275	783,291	I	See footnote⁽⁵⁾
Common Stock	06/06/2006		S		1,530	D	$8.5275	6,526	I	See footnote⁽⁶⁾
Common Stock	06/06/2006		S		29,945	D	$8.5275	127,745	I	See footnote⁽⁷⁾
Common Stock								3,750	D

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)

Explanation of Responses:

1. Shares are held direclty by Worldview Technology Partners III, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.

2. Shares are held direclty by Worldview Technology International III, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.

3. Shares are held direclty by Worldview Strategic Partners III, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.

4. Shares are held direclty by Worldview III Carrier Fund, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.

5. Shares are held direclty by Worldview Technology Partners IV, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.

6. Shares are held direclty by Worldview Strategic Partners IV, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.

7. Shares are held direclty by Worldview Technology International IV, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.

	Tim Weingarten	06/08/2006
	** 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).
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