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* MARGALIT EREL N (Last) (First) (Middle) 41 Madison Avenue 25th Floor (Street) New York NY 10010 (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 10% Owner Officer (give title below) X Other (specify below) DIRECTOR & 10% OWNER
	3. Date of Earliest Transaction (Month/Day/Year) 07/31/2003
	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
Common Stock	07/31/2003		C(5)		1,175,864	A	$1,000	1,175,864	I	See footnote.(1)
Common Stock	07/31/2003		C(5)		8,663	A	$1,000	8,663	I	See footnote.(2)
Common Stock	07/31/2003		C(5)		18,649	A	$1,000	18,649	I	See footnote(3)

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 G Convertible Preferred Stock	(6)	07/31/2003		P		9,601		(9)	(8)	Common Stock	31,885,810	$1,000	9,601	I	See footnote.(1)
Series G Convertible Preferred Stock	(6)	07/31/2003		P		82		(9)	(8)	Common Stock	273,709	$1,000	82	I	See footnote.(2)
Series G Convertible Preferred Stock	(6)	07/31/2003		P		86		(9)	(8)	Common Stock	296,147	$1,000	86	I	See footnote.(4)
Series G Convertible Preferred Stock	(6)	07/31/2003		P		231		(9)	(8)	Common Stock	776,814	$1,000	231	I	See footnote.(3)
Series C Convertible Preferred Stock	(7)	07/31/2003		C			11,758,643	(9)	(8)	Common Stock	1,175,864	$1.2467	0	I	See footnote.(1)
eries C Convertible Preferred Stock	(7)	07/31/2003		C			86,629	(9)	(8)	Common Stock	8,663	$1.2467	0	I	See footnote.(2)
eries C Convertible Preferred Stock	(7)	07/31/2003		C			186,492	(9)	(8)	Common Stock	18,649	$1.2467	0	I	See footnote.(3)

1. Name and Address of Reporting Person* MARGALIT EREL N (Last) (First) (Middle) 41 Madison Avenue 25th Floor (Street) New York NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) DIRECTOR & 10% OWNER

1. Name and Address of Reporting Person* JERUSALEM VENTURE PARTNERS IV LP (Last) (First) (Middle) 41 Madison Avenue 25th Floor (Street) New York NY 10010 (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* JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND IV LP (Last) (First) (Middle) 41 Madison Avenue 25th Floor (Street) New York NY 10010 (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* JERUSALEM VENTURE PARTNERS IV ISRAEL LP (Last) (First) (Middle) Jerusalem Technology Park Building 1 (Street) Malha, Jerusalem L3 91487 (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* JERUSALEM PARTNERS IV - VENTURE CAPITAL LP (Last) (First) (Middle) Jerusalem Technology Park Building 1 (Street) Malha, Jerusalem L3 91487 (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* JVP CORP IV (Last) (First) (Middle) c/o Alexandria Bancorp Ltd. P.O. Box 2428 (Street) GT, Grand Cayman E9 (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* JERUSALEM PARTNERS IV LP (Last) (First) (Middle) 41 Madison Avenue 25th Floor (Street) New York NY 10010 (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* JERUSALEM VENTURE PARTNERS IV A LP (Last) (First) (Middle) 41 MADISON AVENUE 25TH FLOOR (Street) NEW YORK NY 10010 (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 are owned directly by Jerusalem Venture Partners IV, L.P.

2. Shares are owned directly by Jerusalem Venture Partners IV-A, L.P.

3. Shares are owned directly by Jerusalem Venture Partners IV (Israel), L.P.

4. Shares are owned directly by Jerusalem Venture Venture Partners Entrepreneurs Fund IV, L.P.

5. Represents the number of shares issued to such Reporting Person upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock held by such Reporting Person. The conversion price for the Series A, Series B and Series C Preferred Stock was approximately $10.00, $35.057 and $12.467, respectively.

6. Series G Convertible Preferred Stock, par value $.001 per share, is convertible into the number of shares of Common Stock indicated in Column 7.

7. Each share of Series C Preferred Stock was converted into 0.1 shares of Common Stock.

8. The conversion feature continues indefinitely.

9. The Preferred securities are immediately convertible.

Remarks:

Erel N. Margalit, the Designated Filer, is a director of the issuer and an officer of JVP Corp. IV, Jerusalem Venture Partners Corporation and Jerusalem Venture Partners III Israel Management Company, Ltd. JVP Corp. IV serves as the general partner to Jerusalem Partners IV, L.P. and Jerusalem Partners IV-Venture Capital, L.P. Jerusalem Partners IV, L.P., which serves as the general partner to Jerusalem Venture Partners IV, L.P., Jerusalem Venture Partners IV-A, L.P. and Jerusalem Venture Partners Entrepreneurs Fund IV, L.P. Jerusalem Partners IV-Venture Capital, L.P., which serves as the general partner to Jerusalem Venture Partners IV (Israel), L.P. Jerusalem Venture Partners Corporation serves as the general partner to Jerusalem Partners III. Jerusalem Partners III, L.P. serves as the general partner to both Jerusalem Venture Partners III, L.P. and Jerusalem Venture Partners Entrepreneur Fund III, L.P. Jerusalem Venture Partners III Israel Management Company, Ltd., which serves as the general partner to Jerusalem Venture Partners III (Israel), 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.

	Erel N. Margalit	08/04/2003
	Jerusalem Venture Partners III (Israel), L.P., by Jerusalem Venture Partners III Israel Management Company, Ltd., its general partner, by Erel Margalit, its officer	08/04/2003
	Jerusalem Venture Partners Entrepreneur Fund III, L.P., by Jerusalem Partners III, L.P., its general partner, by Jerusalem Venture Partners Corporation, its general partner, by Erel Margalit, its officer	08/04/2003
	Jerusalem Venture Partners III, L.P., by Jerusalem Partners III, L.P., its general partner, by Jerusalem Venture Partners Corporation, its general partner, by Erel Margalit, its officer	08/04/2003
	** Signature of Reporting Person	Date
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