-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C4l0nQrCc7R4x1L+Z04GkUadj60PTyBLvN8r8P2Ga/n5pLU688pV37JUaJpk0bmg fOngu2VOXq4c1m547NDp8w== 0001005477-05-000594.txt : 20050216 0001005477-05-000594.hdr.sgml : 20050216 20050216150334 ACCESSION NUMBER: 0001005477-05-000594 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050215 FILED AS OF DATE: 20050216 DATE AS OF CHANGE: 20050216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COGENT COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001158324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522337274 BUSINESS ADDRESS: STREET 1: 1015 31ST STREET CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2022954200 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHAEFFER DAVE CENTRAL INDEX KEY: 0001166976 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 05620621 MAIL ADDRESS: STREET 1: 11017 RIVERWOOD DR CITY: POTOMAC STATE: MD ZIP: 20854 4 1 edgar123.xml FORM 4 X0202 4 2005-02-15 0 0001158324 COGENT COMMUNICATIONS GROUP INC COI 0001166976 SCHAEFFER DAVE 1015 31ST ST., NW WASHINGTON DC 20007 1 1 0 0 Chairman & CEO common stock 2005-02-15 4 C 0 29077692 A 29373116 D common stock 2005-02-15 4 C 0 3923409 0 A 33296525 D Series H Convertible Preferred Stock 0 2005-02-15 4 C 0 37801 0 D 2003-10-10 common Stock 29077692 0 D Series G Participating Convertible Preferred Stock 0 2005-02-15 4 C 0 200 0 D 2003-07-31 common stock 3923409 0 D Option to purchase Series H Convertible Preferred Stock 0 2005-02-15 4 C 0 15000 0 D 2006-11-01 2014-09-08 common stock 11538461 0 D Option to purchase common stock 0 2005-02-15 4 C 0 11538461 0 A 2006-11-01 2014-09-08 common stock 11538461 11538461 D On February 15, 2005 Mr. Schaeffer's 37,801 shares of Series H Convertible Preferred Stock were converted by action of the stockholders into 29,077,692 shares of common stock at a rate of 769.2307692 shares of common for each share of Series H Preferred Stock. The common stock is subject to the same vesting provisions applicable to the original Series H Preferred Stock. This amount includes 135,000 shares that are held by Mr. Schaeffer's Descendant's Trust, as reported on his Form 3. Mr. Schaeffer disclaims beneficial ownership of such shares. On February 15, 2005 Mr. Schaeffer's 200 shares of Series G Convertible Preferred Stock were converted by action of the stockholders into 3,923,409 shares of common stock at a rate of 19,617.04392 shares of common for each share of Series G Preferred Stock. On February 15, 2005 Mr. Schaeffer's option to acquire 15,000 shares of Series H Convertible Preferred Stock was converted by action of the stockholders into an option to acquire 11,538,461 shares of common stock at a rate of 769.2307692 shares of common stock for each shares of Series H Preferred Stock. The common stock is subject to the same vesting provisions applicable to the original option to acquire Series H Preferred Stock: 100% of the option will vest on November 1, 2006; vesting will accelerate under certain circumstances and is exercisable for a period of 10 years from date of grant on September 8, 2004. David Schaeffer 2005-02-15 -----END PRIVACY-ENHANCED MESSAGE-----