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^*

BERTRAND JEAN JACQUES

(Last)

(First)

(Middle)

C/O BNP PRIVATE EQUITY SA

32 BOULEVARD HAUSSMANN

(Street)

PARIS FRANCE

75009

(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)
02/15/2005

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, Par value $0.001 per share	02/15/2005		C		80,905,146.69	A	⁽¹⁾	80,905,146.69	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock, Par value $0.001 per share	02/15/2005		C		4,649,721.02	A	⁽¹⁾	4,649,721.02	I	See footnotes⁽³⁾⁽⁵⁾

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 I Partic Conv Pref Stock par value $0.001 per share	⁽⁶⁾	02/15/2005		C			1,227.5	⁽²⁾	⁽²⁾	common stock	7,610,043.4	⁽⁶⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series I Partic Conv Pref Stock par value $0.001 per share	⁽⁶⁾	02/15/2005		C			198.885	⁽²⁾	⁽²⁾	common stock	1,233,013.02	⁽⁶⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series J Partic Conv Pref Stock par value $0.001 per share	⁽⁷⁾	02/15/2005		C			2,154.5	⁽²⁾	⁽²⁾	common stock	66,785,492.87	⁽⁷⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series J Partic Conv Pref Stock par value $0.001 per share	⁽⁷⁾	02/15/2005		C			60.233	⁽²⁾	⁽²⁾	common stock	1,866,800.99	⁽⁷⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series M Partic Conv Pref Stock par value $0.001 per share	⁽⁸⁾	02/15/2005		C			210	⁽³⁾	⁽³⁾	common stock	6,509,609.42	⁽⁸⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series M Partic Conv Pref Stock par value $0.001 per share	⁽⁸⁾	02/15/2005		C			50	⁽²⁾	⁽²⁾	common stock	1,549,907.01	⁽⁸⁾	0	I	See footnotes⁽³⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

BERTRAND JEAN JACQUES

(Last)

(First)

(Middle)

C/O BNP PRIVATE EQUITY SA

32 BOULEVARD HAUSSMANN

(Street)

PARIS FRANCE

75009

(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^*

BNP EUROPE TE LECOM & MEDIA FUND II LP

(Last)

(First)

(Middle)

11 DR. ROY'S DRIVE

P.O.BOX 694 GT

(Street)

GRAND CAYMAN

00000

(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^*

General Business Finance & Investments, Ltd.

(Last)

(First)

(Middle)

UGLAND HOUSE, SOUTH CHURCH STREET

P.O. BOX 309 GT

(Street)

GRAND CAYMAN

00000

(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. Represents the number of shares of Common Stock issued to such Reporting Persons upon conversion of the Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), the Series J Participating Convertible Preferred Stock (the "Series J Preferred Stock") and the Series M Participating Convertible Preferred Stock (the "Series M Preferred Stock") held by such Reporting Persons as reported in Table II.

2. The preferred securities will become convertible upon the occurrence of certain events. The conversion feature of the preferred securities continues indefinitely.

3. 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 SAS ("BNP PE"), the management company and general partner 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 Investments Ltd., the general partner of BNP Europe Telecom & Media Fund II, LP ("BNP ETMF"). BNP PE also has an advisory role with BNP ETMF as an investment advisor; however, BNP PE does not have beneficial ownership of any securities of BNP ETMF and does not have voting or dispositive power over shares held by BNP ETMF.

4. Represents securities 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 securities 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. Each share of Series I Preferred Stock was converted into approximately 6,199.628022 shares of Common Stock.

7. Each share of Series J Preferred Stock was converted into approximately 30,998.140112 shares of Common Stock.

8. Each share of Series M Preferred Stock was converted into approximately 30,998.140112 shares of Common Stock.

	/s/ Jean-Jacques Bertrand	02/18/2005
	/s/ Shawna Morehouse, Authorized Signatory, BNP Europe Telecom & Media Fund II, LP	02/18/2005
	/s/ Shawna Morehouse, Authorized Signatory, General Business Finance & Investments Ltd.	02/18/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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