-----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, UQqbEsNzV4Twrxe6DKm0Y/UPvbJPw9DF5zbwrQmkOPaR4jtFmtKbfYrR3NYi3Y2Y NwsRjJGY1UNlsL8pHMlxhA== 0001181431-05-010858.txt : 20050217 0001181431-05-010858.hdr.sgml : 20050217 20050217115626 ACCESSION NUMBER: 0001181431-05-010858 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050215 FILED AS OF DATE: 20050217 DATE AS OF CHANGE: 20050217 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 III LP CENTRAL INDEX KEY: 0001256694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 05623118 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 III ISRAEL LP CENTRAL INDEX KEY: 0001256683 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 05623119 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 VENTURE PARTNERS ENTREPRENEUR FUND III LP CENTRAL INDEX KEY: 0001256679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 05623120 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 III LP CENTRAL INDEX KEY: 0001256677 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 05623122 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: 05623124 BUSINESS ADDRESS: 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 III ISRAEL MANAGEMENT CO LTD CENTRAL INDEX KEY: 0001256685 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 05623117 BUSINESS ADDRESS: STREET 1: JERUSALEM TECHNOLOGY PARK STREET 2: BUILDING 1, MALHA CITY: JERUSALEM STATE: L3 ZIP: 91487 BUSINESS PHONE: 00197226409000 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 VENTURE PARTNERS CORP CENTRAL INDEX KEY: 0001256676 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 05623116 BUSINESS ADDRESS: STREET 1: C/O MAPLES & CALDER STREET 2: P.O. BOX 309 GT CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 13459498066 MAIL ADDRESS: STREET 1: C/O MAPLES & CALDER STREET 2: P.O. BOX 309 GT CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 4 1 rrd68507.xml CONVERSION OF PREFERRED STOCK TO COMMON STOCK (JVP III) X0202 4 2005-02-15 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 0001256677 JERUSALEM VENTURE PARTNERS III LP 41 MADISON AVENUE 25TH FLOOR NEW YORK NY 10010 0 0 1 0 0001256679 JERUSALEM VENTURE PARTNERS ENTREPRENEUR FUND III LP 41 MADISON AVENUE 25TH FLOOR NEW YORK NY 10010 0 0 1 0 0001256683 JERUSALEM VENTURE PARTNERS III ISRAEL LP JERUSALEM TECHNOLOGY PARK BUILDING 1 MALHA, JERUSALEM L3 91487 ISRAEL 0 0 1 0 0001256694 JERUSALEM PARTNERS III LP 41 MADISON AVENUE 25TH FLOOR NEW YORK NY 10010 0 0 1 0 0001256685 JERUSALEM VENTURE PARTNERS III ISRAEL MANAGEMENT CO LTD JERUSALEM TECHNOLOGY PARK BUILDING 1 MALHA, JERUSALEM L3 91487 ISRAEL 0 0 1 0 0001256676 JERUSALEM VENTURE PARTNERS CORP C/O MAPLES & CALDER P.O. BOX 309 GT, GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 Common Stock 2005-02-15 4 C 0 43902631 A 45490129 D Common Stock 2005-02-15 4 C 0 3374970 A 3497000 D Common Stock 2005-02-15 4 C 0 1230464 A 1274884 D Series M Participating Convertible Preferred Stock 2005-02-15 4 C 0 90.5 D Common Stock 2805332 0 D Series M Participating Convertible Preferred Stock 2005-02-15 4 C 0 7.0 D Common Stock 216987 0 D Series M Participating Convertible Preferred Stock 2005-02-15 4 C 0 2.5 D Common Stock 77495 0 D Series J Participating Convertible Preferred Stock 2005-02-15 4 C 0 45.2 D Common Stock 1401116 0 D Series J Participating Convertible Preferred Stock 2005-02-15 4 C 0 3.4 D Common Stock 105394 0 D Series J Participating Convertible Preferred Stock 2005-02-15 4 C 0 1.4 D Common Stock 43397 0 D Series G Participating Convertible Preferred Stock 2005-02-15 4 C 0 2263 D Common Stock 39696183 0 D Series G Participating Convertible Preferred Stock 2005-02-15 4 C 0 174 D Common Stock 3052589 0 D Series G Participating Convertible Preferred Stock 2005-02-15 4 C 0 63 D Common Stock 1109572 0 D Shares are owned directly by Jerusalem Venture Partners III, L.P. Erel N. Margalit, the Designated Filer, is a director of the Issuer and an officer of Jerusalem Venture Partners Corporation, which serves as the general partner to Jerusalem Partners III, L.P. (the general partner of Jerusalem Venture Partners III, L.P.), 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 his pecuniary interest therein. Shares are owned directly by Jerusalem Venture Partners III (Israel), L.P. Erel N. Margalit, the Designated Filer, is a director of the Issuer and an officer of Jerusalem Venture Partners (Israel) III Management Company, Ltd., which serves as the general partner to Jerusalem Venture Partners III (Israel), L.P., 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 his pecuniary interest therein. Shares are owned directly by Jerusalem Venture Partners Entrepreneur Fund III, L.P. Erel N. Margalit, the Designated Filer, is a director of the Issuer and an officer of Jerusalem Venture Partners Corporation, which serves as the general partner to Jerusalem Partners III, L.P. (the general partner of Jerusalem Venture Partners Entrepreneur Fund III, L.P.), 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 his pecuniary interest therein. Each share of Series M Participating Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. Converted into Common Stock pursuant to Conversion and Lock-Up Letter Agreement. Series J Participating Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. Series G Participating Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. Erel N. Margalit, the Designated Filer, is a director of the issuer and an officer of both Jerusalem Venture Partners Corporation and Jerusalem Venture Partners (Israel) III Management Company, Ltd. Jerusalem Venture Partners Corporation serves as the general partner to Jerusalem Partners III, L.P. Jerusalem Partners III, L.P. serves as the general partner to Jerusalem Venture Partners III, L.P. and Jerusalem Venture Partners Entrepreneur Fund III, L.P. Jerusalem Venture Partners (Israel) III Management Company Ltd. 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. 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 2005-02-15 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 2005-02-15 Jerusalem Venture Partners III (Israel), L.P., by Jerusalem Venture Partners (Israel) III Management Company Ltd., its general partner, by Erel Margalit, its officer 2005-02-15 Jerusalem Venture Partners (Israel) III Management Company Ltd., by Erel Margalit, its officer 2005-02-15 Jerusalem Partners III, L.P., by Jerusalem Venture Partners Corporation, its general partner, by Erel Margalit, its officer 2005-02-15 Jerusalem Venture Partners Corporation, by Erel Margalit, its officer 2005-02-15 Erel Margalit 2005-02-15 -----END PRIVACY-ENHANCED MESSAGE-----