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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HARMAN FREDERIC W (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS ONE GORHAM ISLAND (Street) WESTPORT CT 06880 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INTERNAP NETWORK SERVICES CORP [ IIP ]	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) 09/14/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/14/2004		C		18,210,804	A	(1)	18,210,804	I	See Note(2)
Common Stock	09/14/2004		C		292,350	A	(1)	292,350	I	See Note(3)
Common Stock								103,052(4)	D
Common Stock								6,278,024	I	See Note(5)
Common Stock								160,328	I	See Note(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(7)	09/14/2004		C			540,633	(8)	09/14/2004	Common Stock	18,210,804	(9)	0	I	See Note(2)
Series A Preferred Stock	(7)	09/14/2004		C			8,679	(8)	09/14/2004	Common Stock	292,350	(9)	0	I	See Note(3)

Explanation of Responses:

1. Represents the number of shares of Common Stock issued upon the automatic conversion of shares of the Series A Preferred Stock, pursuant to the terms of the Issuer's certificate of incorporation, as reported in Table II. The conversion price of the Series A Preferred Stock was approximately $0.9458 per share.

2. Represents shares directly owned by Oak Investment Partners X, Limited Partnership ("Oak X, L.P.")

3. Represents shares directly owned by Oak X Affiliates Fund, Limited Partnership ("Oak X Affiliates, L.P.").

4. Represents 94,853 shares directly owned by Fredric W. Harman, a director of the Internap Network Solutions Corporation, and an aggregate of 8,199 shares held in trust for the benefit of Mr. Harman's three minor children.

5. Represents shares directly owned by Oak Investment Partners VIII, Limited Partnership ("Oak VIII, L.P.").

6. Represents shares directly owned by Oak VIII Affiliates Fund, Limited Partnership ("Oak VIII Affiliates, L.P.")

7. Each share of Series A Preferred Stock automatically converted into approximately 33.6842 shares of Common Stock at a conversion price of approximately $0.9458 per share pursuant to the terms of the Issuer's certificate of incorporation.

8. The Series A Preferred Stock is immediately convertible.

9. As the transaction involves the conversion of a derivative security, no information is required to be included in Column 8 of Table II, in accordance with general instruction 4(c)(iii).

Remarks:

Rider Mr. Harman is a Managing Member of Oak Associates VIII, L.L.C., the General Partner of Oak VIII, L.P.; a Managing Member of Oak VIII Affiliates, L.L.C., the General Partner of Oak VIII Affiliates, L.P.; a Managing Member of Oak Associates X, L.L.C., the General Partner of Oak X, Limited L.P.; and a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates, L.P. The Reporting Person disclaims beneficial ownership of any securities (except to the extent of his pecuniary interest in such securities) other than any securities reported herein as being directly owned by the Reporting Person, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

	Fredric W. Harman	09/16/2004
	** Signature of Reporting Person	Date
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