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* WEI JAMES (Last) (First) (Middle) C/O WORLDVIEW TECHNOLOGY PARTNERS 435 TASSO ST., SUITE 120 (Street) PALO ALTO CA 94301 (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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2005		C		33,879,063	A	(6)	35,173,362	D(2)
Common Stock	02/15/2005		C		8,350,270	A	(6)	8,669,304	D(3)
Common Stock	02/15/2005		C		748,645	A	(6)	777,324	D(4)
Common Stock	02/15/2005		C		1,900,406	A	(6)	1,932,131	D(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series G Participating Convertible Preferred Stock	(1)	02/15/2005		C			5,883	(1)	(1)	Common Stock	33,879,063	(1)	0	D(2)
Series G Participating Convertible Preferred Stock	(1)	02/15/2005		C			1,450	(1)	(1)	Common Stock	8,350,270	(1)	0	D(3)
Series G Participating Convertible Preferred Stock	(1)	02/15/2005		C			130	(1)	(1)	Common Stock	748,645	(1)	0	D(4)
Series G Participating Convertible Preferred Stock	(1)	02/15/2005		C			330	(1)	(1)	Common Stock	1,900,406	(1)	0	D(5)

1. Name and Address of Reporting Person* WEI JAMES (Last) (First) (Middle) C/O WORLDVIEW TECHNOLOGY PARTNERS 435 TASSO ST., SUITE 120 (Street) PALO ALTO CA 94301 (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* WEINGARTEN TIM (Last) (First) (Middle) 435 TASSO STREET SUITE 120 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Director and 10% Owner

1. Name and Address of Reporting Person* WORLDVIEW TECHNOLOGY PARTNERS III LP (Last) (First) (Middle) 435 TASSO ST., STE. 120 (Street) PALO ALTO CA 94301 (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. Series G Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7.

2. Shares are directly owned by Worldview Technology Partners III, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview Technology Partners III, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein

3. Shares are directly owned by Worldview Technology International III, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview Technology International III, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein.

4. Shares are directly owned by Worldview Strategic Partners III, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview Strategic Partners III, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein.

5. Shares are directly owned by Worldview III Carrier Fund, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview III Carrier Fund, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein.

6. Converted into Common Stock pursuant to the Conversion and Lock-Up Letter Agreement.

Remarks:

James Wei, the Designated Filer, is a Managing Member of Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P. Tim Weingarten is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. Worldview Capital III, L.P. is the general partner of Worldview Technology Partners III, L.P., Worldview Technology International III, L.P.,Worldview Strategic Partners III, L.P. and Worldview III Carrier Fund, 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.

	James Wei	02/15/2005
	Tim Weingarten	02/15/2005
	Worldview Technology Partners III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	02/15/2005
	Worldview Technology International III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	02/15/2005
	Worldview Strategic Partners III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	02/15/2005
	Worldview Equity I, L.L.C., by James Wei, a Managing Member	02/15/2005
	Worldview Capital III, L.P., by Worldview Equity I, L.L.C., by James Wei, a Managing Member	02/15/2005
	Worldview III Carrier Fund, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	02/15/2005
	** 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).
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