SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BERTRAND JEAN JACQUES

(Last)

(First)

(Middle)

32 BOULEVARD HAUSSMANN

(Street)

PARIS

75009

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2004

3. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS GROUP INC [ COI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series I Partic Conv Pref Stock, Par Val $.001	⁽²⁾	⁽²⁾	Common Stock, par value $.001 per share	1,227.5	⁽³⁾	I	FN⁽¹⁾⁽⁴⁾
Series I Partic Conv Pref Stock, Par Val $.001	⁽²⁾	⁽²⁾	Common Stock, par value $.001 per share	198.89	⁽³⁾	I	FN⁽¹⁾⁽⁵⁾
Series J Partic Conv Pref Stock, Par Val $.001	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $.001 per share	2,154.5	⁽⁷⁾	I	FN⁽¹⁾⁽⁴⁾
Series J Partic Conv Pref Stock, Par Val $.001	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $.001 per share	60.23	⁽⁷⁾	I	FN⁽¹⁾⁽⁵⁾

Explanation of Responses:

1. Jean-Jacques Bertrand is a Director of Cogent Communications Group Inc. ("Cogent"). Mr. Bertrand is a member of the Board of Directors of BNP Private Equity SA, the management company of Natio Vie Developpement 3, Fonds Commun de Placement a Risque ("NVD3"). Mr. Bertrand is a director and one of the shareholders of General Business Finance and Investment Ltd., the general partner of BNP Europe Telecom & Media Fund II, LP ("BNP ETMF").

2. The Series I Participating Convertible Preferred Stock will become convertible upon the occurrence of certain events. The conversion feature of the Series I Participating Convertible Preferred Stock continues indefinitely.

3. Each share of Series I Participating Convertible Preferred Stock, par value of $.001 per share, will be initially convertible into approximately 6199.628 shares of Cogent's Common Stock.

4. Represents Shares held by BNP ETMF, and Jean-Jaques Bertrand disclaims beneficial ownership of the securities held by the foregoing entity except to the extent of any indirect pecuniary interest in such entity.

5. Represents Shares held by NVD3, and Jean-Jaques Bertrand disclaims beneficial ownership of the securities held by the foregoing entity except to the extent of any indirect pecuniary interest in such entity.

6. The Series J Participating Convertible Preferred Stock, par value of $.001 per share, is currently convertible. The conversion feature of the Series J Participating Convertible Preferred Stock continues indefinitely.

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

	/s/ Jean-Jacques Bertrand	04/09/2004
	** 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 5 (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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