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) 02/15/2005 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 02/15/2005 | C | 43,902,631 | A | (5) | 45,490,129 | D(1) | |||
Common Stock | 02/15/2005 | C | 3,374,970 | A | (5) | 3,497,000 | D(3) | |||
Common Stock | 02/15/2005 | C | 1,230,464 | A | (5) | 1,274,884 | D(2) |
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 M Participating Convertible Preferred Stock | (4) | 02/15/2005 | C | 90.5 | (4) | (4) | Common Stock | 2,805,332 | (4) | 0 | D(1) | ||||
Series M Participating Convertible Preferred Stock | (4) | 02/15/2005 | C | 7 | (4) | (4) | Common Stock | 216,987 | (4) | 0 | D(3) | ||||
Series M Participating Convertible Preferred Stock | (4) | 02/15/2005 | C | 2.5 | (4) | (4) | Common Stock | 77,495 | (4) | 0 | D(2) | ||||
Series J Participating Convertible Preferred Stock | (6) | 02/15/2005 | C | 45.2 | (6) | (6) | Common Stock | 1,401,116 | (6) | 0 | D(1) | ||||
Series J Participating Convertible Preferred Stock | (6) | 02/15/2005 | C | 3.4 | (6) | (6) | Common Stock | 105,394 | (6) | 0 | D(3) | ||||
Series J Participating Convertible Preferred Stock | (6) | 02/15/2005 | C | 1.4 | (6) | (6) | Common Stock | 43,397 | (6) | 0 | D(2) | ||||
Series G Participating Convertible Preferred Stock | (7) | 02/15/2005 | C | 2,263 | (7) | (7) | Common Stock | 39,696,183 | (7) | 0 | D(1) | ||||
Series G Participating Convertible Preferred Stock | (7) | 02/15/2005 | C | 174 | (7) | (7) | Common Stock | 3,052,589 | (7) | 0 | D(3) | ||||
Series G Participating Convertible Preferred Stock | (7) | 02/15/2005 | C | 63 | (7) | (7) | Common Stock | 1,109,572 | (7) | 0 | D(2) |
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. 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. |
2. 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. |
3. 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. |
4. Each share of Series M Participating Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
5. Converted into Common Stock pursuant to Conversion and Lock-Up Letter Agreement. |
6. Series J Participating Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
7. Series G Participating Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
Remarks: |
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 | 02/15/2005 | |
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 | 02/15/2005 | |
Jerusalem Venture Partners III (Israel), L.P., by Jerusalem Venture Partners (Israel) III Management Company Ltd., its general partner, by Erel Margalit, its officer | 02/15/2005 | |
Jerusalem Venture Partners (Israel) III Management Company Ltd., by Erel Margalit, its officer | 02/15/2005 | |
Jerusalem Partners III, L.P., by Jerusalem Venture Partners Corporation, its general partner, by Erel Margalit, its officer | 02/15/2005 | |
Jerusalem Venture Partners Corporation, by Erel Margalit, its officer | 02/15/2005 | |
Erel Margalit | 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). | ||
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. |