-----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, M96NBGLIK7SDgGNQZCXvfCiYRmnE8iNjfv4ykCetenpwOSqqbpcZoyE9ak761nBx P6/mlANFH6vBcdnb1PWQXg== 0001181431-04-018176.txt : 20040331 0001181431-04-018176.hdr.sgml : 20040331 20040331115936 ACCESSION NUMBER: 0001181431-04-018176 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040329 FILED AS OF DATE: 20040331 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: JERUSALEM PARTNERS IV - VENTURE CAPITAL LP CENTRAL INDEX KEY: 0001256692 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04704444 BUSINESS ADDRESS: STREET 1: JERUSALEM TECHNOLOGY PARK STREET 2: BUILDING 1, MALHA CITY: JERUSALEM STATE: L3 ZIP: 91487 BUSINESS PHONE: 01197226409000 MAIL ADDRESS: STREET 1: JERUSALEM TECHNOLOGY PARK STREET 2: BUILDING 1, MALHA CITY: JERUSALEM STATE: L3 ZIP: 91487 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JERUSALEM PARTNERS IV LP CENTRAL INDEX KEY: 0001258086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04704445 BUSINESS ADDRESS: STREET 1: C/O JVP CONSULTING INC STREET 2: 41 MADISON AVE 25TH FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124795100 MAIL ADDRESS: STREET 1: C/O JVP CONSULTING INC STREET 2: 41 MADISON AVE 25TH FL CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND IV LP CENTRAL INDEX KEY: 0001256675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04704447 BUSINESS ADDRESS: STREET 1: C/O JVP CONSULTING INC STREET 2: 41 MADISON AVE 25TH FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124795100 MAIL ADDRESS: STREET 1: C/O JVP CONSULTING INC STREET 2: 41 MADISON AVE 25TH FL CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JERUSALEM VENTURE PARTNERS IV A LP CENTRAL INDEX KEY: 0001258085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04704448 BUSINESS ADDRESS: STREET 1: C/O JVP CONSULTING INC STREET 2: 41 MADISON AVE 25TH FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124795100 MAIL ADDRESS: STREET 1: C/O JVP CONSULTING INC STREET 2: 41 MADISON AVE 25TH FL CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARGALIT EREL N CENTRAL INDEX KEY: 0001175470 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04704451 BUSINESS ADDRESS: STREET 1: 41 MADISON AVENUE 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124795155 MAIL ADDRESS: STREET 1: 41 MADISON AVENUE 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JERUSALEM VENTURE PARTNERS IV ISRAEL LP CENTRAL INDEX KEY: 0001256707 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04704446 BUSINESS ADDRESS: STREET 1: JERUSALEM TECHNOLOGY PARK STREET 2: BUILDING 1, MALHA CITY: JERUSALEM STATE: L3 ZIP: 91487 BUSINESS PHONE: 01197226409000 MAIL ADDRESS: STREET 1: JERUSALEM TECHNOLOGY PARK STREET 2: BUILDING 1, MALHA CITY: JERUSALEM STATE: L3 ZIP: 91487 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JVP CORP IV CENTRAL INDEX KEY: 0001256672 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04704443 BUSINESS ADDRESS: STREET 1: C/O ALEXANDRIA BANCORP LTD STREET 2: P.O. BOX 2428 GT CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 13459451111 MAIL ADDRESS: STREET 1: C/O ALEXANDRIA BANCORP LTD STREET 2: P.O. BOX 2428 GT CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JERUSALEM VENTURE PARTNERS IV LP CENTRAL INDEX KEY: 0001218222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04704449 BUSINESS ADDRESS: STREET 1: C/O JVP CONSULTING INC STREET 2: 41 MADISON AVE 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124795100 MAIL ADDRESS: STREET 1: C/O JVP CONSULTING INC STREET 2: 41 MADISON AVE 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 4 1 rrd37300.xml ACQUISITION OF SERIES J PREFERRED STOCK (JVP IV) X0201 4 2004-03-29 0 0001158324 COGENT COMMUNICATIONS GROUP INC COI 0001175470 MARGALIT EREL N 41 MADISON AVENUE 25TH FLOOR NEW YORK NY 10010 0 0 0 1 DIRECTOR & 10% OWNER 0001218222 JERUSALEM VENTURE PARTNERS IV LP 41 MADISON AVENUE 25TH FLOOR NEW YORK NY 10010 0 0 1 0 0001258085 JERUSALEM VENTURE PARTNERS IV A LP 41 MADISON AVENUE 25TH FLOOR NEW YORK NY 10010 0 0 1 0 0001256675 JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND IV LP 41 MADISON AVENUE 25TH FLOOR NEW YORK NY 10010 0 0 1 0 0001256707 JERUSALEM VENTURE PARTNERS IV ISRAEL LP JERUSALEM TECHNOLOGY PARK BUILDING 1 MALHA, JERUSALEM L3 91487 ISRAEL 0 0 1 0 0001258086 JERUSALEM PARTNERS IV LP 41 MADISON AVENUE 25TH FLOOR NEW YORK NY 10010 0 0 1 0 0001256692 JERUSALEM PARTNERS IV - VENTURE CAPITAL LP JERUSALEM TECHNOLOGY PARK BUILDING 1 MALHA, JERUSALEM L3 91487 ISRAEL 0 0 1 0 0001256672 JVP CORP IV C/O ALEXANDRIA BANCORP LTD. P.O. BOX 2428 GT, GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 Series J Participating Convertible Preferred Stock 2004-03-29 4 J 0 459.8 A Common Stock 14252949 459.8 D Series J Participating Convertible Preferred Stock 2004-03-29 4 J 0 11.2 A Common Stock 347179 11.2 D Series J Participating Convertible Preferred Stock 2004-03-29 4 J 0 3.8 A Common Stock 117792 3.8 D Series J Participating Convertible Preferred Stock 2004-03-29 4 J 0 4.2 A Common Stock 130192 4.2 D Series J Participating Convertible Preferred Stock 2004-03-29 4 J 0 467.8 A Common Stock 14500933 467.8 I See footnote 9 Series J Participating Convertible Preferred Stock 2004-03-29 4 J 0 11.2 A Common Stock 347179 11.2 I See footnote 10 Series J Participating Convertible Preferred Stock 2004-03-29 4 J 0 479 A Common Stock 14848112 479 I See footnote 11 Series J Participating Convertible Preferred Stock 2004-03-29 4 J 0 479 A Common Stock 14848112 529 I See footnote 12 Each share of Common Stock of Symposium Omega, Inc. held by the Reporting Persons was exchanged for 1share 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 Gamma, Inc. Shares are owned directly by Jerusalem Venture Partners IV, L.P. Shares are owned directly by Jerusalem Venture Partners IV-A, L.P. Shares are owned directly by Jerusalem Venture Partners IV (Israel), L.P. Shares are owned directly by Jerusalem Venture Partners Entrepreneurs Fund IV, L.P. Each share of Series J Participating Convertible Preferred Stock, par value $.001 per share, is initially convertible into approximately 30,998.15 shares of Common Stock. The conversion feature continues indefinitely. 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. 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. , may be deemed the indirect beneficial owner of certain of the reported shares of these entities but disclaims beneficial ownership in the shares held by the other joint filers, except to the extent of any indirect pecuniary interest therein. Jerusalem Partners IV-Venture Capital, L.P., which serves as the general partner to Jerusalem Venture Partners IV (Israel), L.P., may be deemed the indirect beneficial owner of certain of the reported shares by these entities but disclaims beneficial ownership in the shares held by the other joint filers, except to the extent of any indirect pecuniary interest therein. JVP Corp. IV, which serves as the general partner to Jerusalem Partners IV, L.P. and Jerusalem Partners IV-Venture Capital, L.P. , may be deemed the indirect beneficial owner of certain of the reported shares of these entities but disclaims beneficial ownership in the shares held by the other joint filers, except to the extent of any indirect pecuniary interest therein. Erel N. Margalit, the Designated Filer, is a director of the Issuer and an officer of JVP Corp. IV, and may be deemed the indirect beneficial owner of the reported shares of such entity but disclaims beneficial ownership in the shares held by the other joint filers, except to the extent of any indirect pecuniary interest therein. Erel N. Margalit, the Designated Filer, is a director of the issuer and an officer of JVP Corp. IV. 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. 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. serves as the general partner to Jerusalem Venture Partners IV (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 purpos e. Jerusalem Venture Partners IV, L.P., by Jerusalem Partners IV, L.P., its general partner, by JVP Corp. IV, its general partner, by Erel Margalit, its officer 2004-03-29 Jerusalem Venture Partners IV-A, L.P., by Jerusalem Partners IV, L.P., its general partner, by JVP Corp. IV, its general partner, by Erel Margalit, its officer 2004-03-29 Jerusalem Venture Partners Entrepreneurs Fund IV, L.P., by Jerusalem Partners IV, L.P., its general partner, by JVP Corp. IV, its general partner, by Erel Margalit, its officer 2004-03-29 Jerusalem Venture Partners IV (Israel), L.P., by Jerusalem Partners IV-Venture Capital, L.P., its general partner, by JVP Corp. IV, its general partner, by Erel Margalit, its officer 2004-03-29 Jerusalem Partners IV-Venture Capital, L.P., by JVP Corp. IV, its general partner, by Erel Margalit, its officer 2004-03-29 Jerusalem Partners IV, L.P., by JVP Corp. IV, its general partner, by Erel Margalit, its officer 2004-03-29 JVP Corp. IV, by Erel Margalit, its officer 2004-03-29 Erel Margalit 2004-03-29 -----END PRIVACY-ENHANCED MESSAGE-----