| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS GROUP INC [ COI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/29/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 J Participating Convertible Preferred Stock | (6) | 03/29/2004 | J(1) | 459.8 | (8) | (7) | Common Stock | 14,252,949 | (1) | 459.8 | D(2) | ||||
| Series J Participating Convertible Preferred Stock | (6) | 03/29/2004 | J(1) | 11.2 | (8) | (7) | Common Stock | 347,179 | (1) | 11.2 | D(4) | ||||
| Series J Participating Convertible Preferred Stock | (6) | 03/29/2004 | J(1) | 3.8 | (8) | (7) | Common Stock | 117,792 | (1) | 3.8 | D(3) | ||||
| Series J Participating Convertible Preferred Stock | (6) | 03/29/2004 | J(1) | 4.2 | (8) | (7) | Common Stock | 130,192 | (1) | 4.2 | D(5) | ||||
| Series J Participating Convertible Preferred Stock | (6) | 03/29/2004 | J(1) | 467.8 | (8) | (7) | Common Stock | 14,500,933 | (1) | 467.8 | I | See footnote 9(9) | |||
| Series J Participating Convertible Preferred Stock | (6) | 03/29/2004 | J(1) | 11.2 | (8) | (7) | Common Stock | 347,179 | (1) | 11.2 | I | See footnote 10(10) | |||
| Series J Participating Convertible Preferred Stock | (6) | 03/29/2004 | J(1) | 479 | (8) | (7) | Common Stock | 14,848,112 | (1) | 479 | I | See footnote 11(11) | |||
| Series J Participating Convertible Preferred Stock | (6) | 03/29/2004 | J(1) | 479 | (8) | (7) | Common Stock | 14,848,112 | (1) | 529 | I | See footnote 12(12) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. Shares are owned directly by Jerusalem Venture Partners IV, L.P. |
| 3. Shares are owned directly by Jerusalem Venture Partners IV-A, L.P. |
| 4. Shares are owned directly by Jerusalem Venture Partners IV (Israel), L.P. |
| 5. Shares are owned directly by Jerusalem Venture Partners Entrepreneurs Fund IV, L.P. |
| 6. 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. |
| 7. The conversion feature continues indefinitely. |
| 8. 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. |
| 9. 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. |
| 10. 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. |
| 11. 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. |
| 12. 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. |
| Remarks: |
| 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 purpose. |
| 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 | 03/29/2004 | |
| 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 | 03/29/2004 | |
| 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 | 03/29/2004 | |
| 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 | 03/29/2004 | |
| Jerusalem Partners IV-Venture Capital, L.P., by JVP Corp. IV, its general partner, by Erel Margalit, its officer | 03/29/2004 | |
| Jerusalem Partners IV, L.P., by JVP Corp. IV, its general partner, by Erel Margalit, its officer | 03/29/2004 | |
| JVP Corp. IV, by Erel Margalit, its officer | 03/29/2004 | |
| Erel Margalit | 03/29/2004 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||