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* BROOKS STEVEN D (Last) (First) (Middle) Broadview Capital Partners 950 Tower Lane, 18th Floor (Street) Foster City CA 94404 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/05/2004
	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)
			Code	V	Amount	(A) or (D)	Price

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 I Participating Convertible Preferred Stock	(4)	01/05/2004		J(3)		19		(5)	(6)	Common Stock	117,793	(3)	19	I(1)	See Note (1)
Series I Participating Convertible Preferred Stock	(4)	01/05/2004		J(3)		139		(5)	(6)	Common Stock	861,748	(3)	139	I(2)	See Note (2)

1. Name and Address of Reporting Person* BROOKS STEVEN D (Last) (First) (Middle) Broadview Capital Partners 950 Tower Lane, 18th Floor (Street) Foster City CA 94404 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BROADVIEW CAPITAL PARTNERS LP (Last) (First) (Middle) 950 Tower Lane, 18th Floor (Street) Foster City CA 94404 (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* BROADVIEW CAPITAL PARTNERS QUALIFIED PURCHASER FUND LP (Last) (First) (Middle) 950 Tower Lane, 18th Floor (Street) Foster City CA 94404 (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* BROADVIEW CAPITAL PARTNERS AFFILIATES FUND LL (Last) (First) (Middle) 950 Tower Lane, 18th Floor (Street) Foster City CA 94404 (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* BROADVIEW CAPITAL PARTNERS MANAGEMENT LLC (Last) (First) (Middle) 950 Tower Lane, 18th Floor (Street) Foster City CA 94404 (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* BROADVIEW BCPSBS FUND LP (Last) (First) (Middle) 1345 Avenue of the Americas, 20th Floor (Street) New York NY 10105 (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* BCI HOLDINGS LP (Last) (First) (Middle) 1345 Avenue of the Americas, 20th Floor (Street) New York NY 10105 (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* BROADWVIEW HOLDING LLP (Last) (First) (Middle) 1345 Avenue of the Americas, 20th Floor (Street) New York NY 10105 (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* BACHMANN STEPHEN J (Last) (First) (Middle) Broadview Capital Partners 950 Tower Lane, 18th Floor (Street) Foster City CA 94404 (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* DENINGER PAUL F (Last) (First) (Middle) BROADVIEW HOLDINGS LLP 1345 AVENUE OF THE AMERICAS, 20TH FLOOR (Street) NEW YORK NY 10105 (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. Shares owned directly by Broadview Capital Partners L.P.

2. Shares owned directly by Broadview Capital Partners Qualified Purchaser Fund L.P.

3. Each share of Common Stock of Symposium Gamma, Inc. held by the Reporting Persons was exchanged for 2.34 shares of Series I Participating Convertible Preferred Stock pursuant to an Agreement and Plan of Merger by and among the Issuer, Lux Merger Sub, Inc. and Symposium Gamma, Inc.

4. Each share of Series I Participating Convertible Preferred Stock, par value $.001 per share, is initially convertible into approximately 6,199.628 shares of Common Stock.

5. The Series I Participating Convertible Preferred Stock is convertible at the earlier of June 30, 2004 and the date on which the Issuer files an amendment to its Certificate of Incorporation pursuant to the Certificate of Designations of its Series I Participating Convertible Preferred Stock.

6. The conversion feature continues indefinitely.

Remarks:

Remarks: Steven D. Brooks is a Director of Cogent Communications Group, Inc. Mr. Brooks is a Manager of Broadview Capital Partners Management LLC ("BCPM"), the General Partner of Broadview Capital Partners L.P. and Broadview Capital Partners Qualified Purchaser Fund L.P.; and a Manager of Broadview Capital LLC, the Manager of Broadview Capital Partners Affiliates Fund LLC. Paul F. Deninger is the Chief Executive Officer of Broadview Holdings LLP, the General Partner of BCI Holdings L.P., which is a Member of BCPM; and the Manager of Broadview BCPSBS Fund LLC, the General Partner of Broadview BCPSBS Fund L.P. Messrs' Brooks, Deninger and Stephen J. Bachmann are Members of the Investment Committee of BCPM. 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.

	David J. Kapnick	01/21/2004
	Steven D. Brooks, by David J. Kapnick, Attorney-in-Fact	01/21/2004
	Broadview Capital Partners L.P., by Broadview Capital Partners Management LLC, its General Partner, by David J. Kapnick, Chief Financial Officer	01/21/2004
	Broadview Capital Partners Qualified Purchaser Fund L.P., by Broadview Capital Partners Management LLC, its General Partner, by David J. Kapnick, Chief Financial Officer	01/21/2004
	Broadview Capital Partners Affiliates Fund LLC, by Broadview Capital LLC, its Manager, by David J. Kapnick, Chief Financial Officer	01/21/2004
	Broadview Capital Partners Management LLC, by David J. Kapnick, Chief Financial Officer	01/21/2004
	Broadview BCPSBS Fund L.P., by Broadview BCPSBS Fund LLC, its Manager, by David J. Kapnick, Attorney-in-Fact	01/21/2004
	Broadview Holdings LLP, by David J. Kapnick, Attorney-in-Fact	01/21/2004
	Stephen J. Bachmann, by David J. Kapnick, Attorney-in-Fact	01/21/2004
	Paul F. Deninger, by David J. Kapnick, Attorney-in-Fact	01/21/2004
	** Signature of Reporting Person	Date
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