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^*

WEI JAMES

(Last)

(First)

(Middle)

C/O WORLDVIEW TECHNOLOGY PARTNERS

435 TASSO ST., 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2004

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)
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)

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)
Series J Participating Convertible Preferred Stock	⁽¹⁾	03/29/2004		J⁽²⁾		128		⁽³⁾	⁽⁴⁾	Common Stock	3,967,763	⁽²⁾	128	D⁽⁵⁾
Series J Participating Convertible Preferred Stock	⁽¹⁾	03/29/2004		J⁽²⁾		21		⁽³⁾	⁽⁴⁾	Common Stock	650,961	⁽²⁾	21	D⁽⁶⁾
Series J Participating Convertible Preferred Stock	⁽¹⁾	03/29/2004		J⁽²⁾		1		⁽³⁾	⁽⁴⁾	Common Stock	30,998	⁽²⁾	1	D⁽⁷⁾
Series J Participating Convertible Preferred Stock	⁽¹⁾	03/29/2004		J⁽²⁾		150		⁽³⁾	⁽⁴⁾	Common Stock	4,649,722	⁽²⁾	150	I	See footnote 8⁽⁸⁾
Series J Participating Convertible Preferred Stock	⁽¹⁾	03/22/2004		J⁽²⁾		150		⁽³⁾	⁽⁴⁾	Common Stock	4,649,722	⁽²⁾	150	I	See footnote 9⁽⁹⁾
Series J Participating Convertible Preferred Stock	⁽¹⁾	03/29/2004		J⁽²⁾		150		⁽³⁾	⁽⁴⁾	Common Stock	4,649,722	⁽²⁾	150	I	See footnote 10⁽¹⁰⁾
Series J Participating Convertible Preferred Stock	⁽¹⁾	03/29/2004		J⁽²⁾		150		⁽³⁾	⁽⁴⁾	Common Stock	4,649,722	⁽²⁾	150	I	See footnote 11⁽¹¹⁾

1. Name and Address of Reporting Person^*

WEI JAMES

(Last)

(First)

(Middle)

C/O WORLDVIEW TECHNOLOGY PARTNERS

435 TASSO ST., SUITE 120

(Street)

PALO ALTO

94301

(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^*

WORLDVIEW TECHNOLOGY PARTNERS IV LP

(Last)

(First)

(Middle)

435 TASSO ST., STE. 120

(Street)

PALO ALTO

94301

(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^*

WEINGARTEN TIM

(Last)

(First)

(Middle)

435 TASSO STREET

SUITE 120

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series J Convertible Preferred Stock , par value $.001 per share, is initially convertible into approximately 30,998.15 shares of Common Stock.

2. Each share of Common Stock of Symposium Omega, Inc. held by the Reporting Persons was exchanged for 1 share of Series J Participating Convertible Preferred Stock pursuant to an Agreement and Plan of Merger by and among the Issuer, DE Merger Sub, Inc. and Symposium Omega, Inc.

3. The Series J 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 J Participating Convertible Preferred Stock.

4. The conversion feature continues indefinitely.

5. Shares are owned directly by Worldview Technology Partners IV, L.P.

6. Shares are owned directly by Worldview Technology International IV, L.P.

7. Shares are owned directly by Worldview Strategic Partners IV, L.P.

8. Worldview Capital IV, L.P., which serves as the general partner to Worldview Technology Partners IV, L.P., Worldview Technology International IV, L.P. and Worldview Strategic Partners IV, L.P., may be deemed to be an indirect beneficial owner of the reported shares but such entities, but disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any indirect pecuniary interest therein.

9. Worldview Equity I, L.L.C., which serves as the general partner to Worldview Capital IV, L.P., may be deemed to be an indirect beneficial owner of the reported shares of such entity but disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any indirect pecuniary interest therein.

10. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and may be deemed to be the indirect beneficial owner of the reported shares but disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any indirect pecuniary interest therein.

11. Tim Weingarten is a director of the issuer and has certain voting rights in Worldview Equity I, L.L.C., and may be deemed to be an indirect beneficial owner of the reported shares but disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any indirect pecuniary interest therein.

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	03/29/2004
	Tim Weingarten	03/29/2004
	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	03/29/2004
	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	03/29/2004
	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	03/29/2004
	Worldview Equity I, L.L.C., by James Wei, a Managing Member	03/29/2004
	Worldview Capital IV, L.P., by Worldview Equity I, L.L.C., by James Wei, a Managing Member	03/29/2004
	** 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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