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 | 18,796,524 | A | (8) | 19,345,055 | D(2) | |||
Common Stock | 02/15/2005 | C | 3,059,505 | A | (8) | 3,148,620 | D(3) | |||
Common Stock | 02/15/2005 | C | 155,458 | A | (8) | 159,506 | D(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 Participating Convertible Preferred Stock | (1) | 02/15/2005 | C | 1,887 | (1) | (1) | Common Stock | 10,866,869 | (1) | 0 | D(2) | ||||
Series G Participating Convertible Preferred Stock | (1) | 02/15/2005 | C | 306 | (1) | (1) | Common Stock | 1,762,195 | (1) | 0 | D(3) | ||||
Series G Participating Convertible Preferred Stock | (1) | 02/15/2005 | C | 14 | (1) | (1) | Common Stock | 80,623 | (1) | 0 | D(4) | ||||
Series I Participating Convertible Preferred Stock | (5) | 02/15/2005 | C | 212.94 | (5) | (5) | Common Stock | 1,320,149 | (5) | 0 | D(2) | ||||
Series I Participating Convertible Preferred Stock | (5) | 02/15/2005 | C | 35.1 | (5) | (5) | Common Stock | 217,607 | (5) | 0 | D(3) | ||||
Series I Participating Convertible Preferred Stock | (5) | 02/15/2005 | C | 2.34 | (5) | (5) | Common Stock | 14,507 | (5) | 0 | D(4) | ||||
Series J Participating Convertible Preferred Stock | (6) | 02/15/2005 | C | 128 | (6) | (6) | Common Stock | 3,974,664 | (6) | 0 | D(2) | ||||
Series J Participating Convertible Preferred Stock | (6) | 02/15/2005 | C | 21 | (6) | (6) | Common Stock | 645,729 | (6) | 0 | D(3) | ||||
Series J Participating Convertible Preferred Stock | (6) | 02/15/2005 | C | 1 | (6) | (6) | Common Stock | 29,330 | (6) | 0 | D(4) | ||||
Series M Participating Convertible Preferred Stock | (7) | 02/15/2005 | C | 85 | (7) | (7) | Common Stock | 2,634,842 | (7) | 0 | D(2) | ||||
Series M Participating Convertible Preferred Stock | (7) | 02/15/2005 | C | 14 | (7) | (7) | Common Stock | 433,974 | (7) | 0 | D(3) | ||||
Series M Participating Convertible Preferred Stock | (7) | 02/15/2005 | C | 1 | (7) | (7) | Common Stock | 30,998 | (7) | 0 | D(4) |
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. Series G Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
2. Shares are directly owned by Worldview Technology Partners IV, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital IV, L.P.(the general partner of Worldview Technology Partners IV, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein |
3. Shares are directly owned by Worldview Technology International IV, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital IV, L.P.(the general partner of Worldview Technology International IV, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein. |
4. Shares are directly owned by Worldview Strategic Partners IV, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital IV, L.P.(the general partner of Worldview Strategic Partners IV, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein. |
5. Series I Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
6. Series J Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
7. Series M Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
8. Converted into Common Stock pursuant to the Conversion and Lock-Up Letter Agreement. |
Remarks: |
James Wei, the Designated Filer, is a Managing Member of Worldview Equity I, L.L.C., which is the general partner of Worldview Capital IV, L.P. Tim Weingarten is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. Worldview Capital IV, L.P. is the general partner of Worldview Technology Partners IV, L.P., Worldview Technology International IV, L.P. and Worldview Strategic Partners IV, 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 securities for purposes of Section 16 or for any other purpose. |
James Wei | 02/15/2005 | |
Tim Weingarten | 02/15/2005 | |
Worldview Technology Partners IV, L.P., by Worldview Capital IV, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
Worldview Technology International IV, L.P., by Worldview Capital IV, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
Worldview Strategic Partners IV, L.P., by Worldview Capital IV, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
Worldview Capital IV, L.P., by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
** 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. |