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^*

Cisco Systems Capital CORP

(Last)

(First)

(Middle)

170 WEST TASMAN DR.

(Street)

SAN JOSE

95134-1706

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CBEYOND COMMUNICATIONS INC [ CBEY ]

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)
11/01/2005

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	11/01/2005		X		2,768,744⁽¹⁾	A	$0.01⁽¹⁾	2,768,744⁽¹⁾	D⁽²⁾
Common Stock	11/01/2005		S		8,953⁽¹⁾	D	$3.0928⁽¹⁾	2,759,791⁽¹⁾	D⁽²⁾
Common Stock	11/01/2005		X		24,969⁽¹⁾	A	$1⁽¹⁾	2,784,760⁽¹⁾	D⁽²⁾
Common Stock	11/01/2005		S		8,074⁽¹⁾	D	$3.0928⁽¹⁾	2,776,686⁽¹⁾	D⁽²⁾

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)
Common Stock Warrant (Right to Buy)	$0.01⁽¹⁾	11/01/2005		X			2,768,744⁽¹⁾	03/31/2005	03/31/2010	Common Stock	2,768,744⁽¹⁾	$0.0	0	D⁽²⁾
Common Stock Warrant (Right to Buy)	$1⁽¹⁾	11/01/2005		X			24,969⁽¹⁾	11/01/2002	03/31/2010	Common Stock	24,969⁽¹⁾	$0.0	0	D⁽²⁾

1. Name and Address of Reporting Person^*

Cisco Systems Capital CORP

(Last)

(First)

(Middle)

170 WEST TASMAN DR.

(Street)

SAN JOSE

95134-1706

(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^*

CISCO SYSTEMS INC

(Last)

(First)

(Middle)

170 WEST TASMAN DR

(Street)

SAN JOSE

95134-1706

(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. Number of shares and exercise price do not reflect a 1-for-3.88 reverse stock split to be effected in connection with the Issuer's initial public offering.

2. Cisco Systems Capital Corporation (Cisco Capital) directly beneficially owns the reported securities. Cisco Systems, Inc. (Cisco) is the sole shareholder of Cisco Capital and as such may be deemed to be an indirect beneficial owner of the reported securities. Except to the extent of any indirect pecuniary interest therein, Cisco disclaims beneficial ownership of the securities held by Cisco Capital.

Remarks:

Following the closing of the Issuer's initial public offering, the Reporting Persons expect that the securities reported herein, together with securities previously reported, will represent beneficial ownership of the Issuer of approximately 6.8%, as indicated in the Issuer's registration statement on Form S-1 (No. 333-24971).

	CISCO SYSTEMS CAPITAL CORPORATION, By /s/ David Rogan, President	11/02/2005
	CISCO SYSTEMS, INC., By /s/ Mark Chandler, Vice President Legal Services, General Counsel and Secretary	11/02/2005
	** Signature of Reporting Person	Date
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