SEC FORM 4

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

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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^*

Cisco Systems Capital CORP

(Last)

(First)

(Middle)

170 WEST TASMAN DRIVE

(Street)

SAN JOSE

95134

(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)
07/31/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series F Participating Convertible Preferred Stock	⁽¹⁾	07/31/2003		P		11,000		⁽²⁾	⁽³⁾	Common Stock	68,199,713⁽⁴⁾	⁽⁴⁾	11,000	D⁽⁵⁾
Series F Participating Convertible Preferred Stock	⁽¹⁾	07/31/2003		P		11,000		⁽²⁾	⁽³⁾	Common Stock	68,199,713⁽⁴⁾	⁽⁴⁾	11,000	I	By Cisco⁽⁵⁾
Common Stock Subscription Warrant (Right to Buy)	$45.5	07/31/2003		J⁽⁴⁾			74,250	⁽³⁾	06/08/2009	Common Stock	74,250	⁽⁴⁾	0	D⁽⁵⁾
Common Stock Subscription Warrant (Right to Buy)	$45.5	07/31/2003		J⁽⁴⁾			74,250	⁽³⁾	06/08/2009	Common Stock	74,250	⁽⁴⁾	0	I	By Cisco⁽⁵⁾
Common Stock Subscription Warrant (Right to Buy)	$45.5	07/31/2003		J⁽⁴⁾			148,500	⁽³⁾	10/24/2009	Common Stock	148,500	⁽⁴⁾	0	D⁽⁵⁾
Common Stock Subscription Warrant (Right to Buy)	$30.4	07/31/2003		J⁽⁴⁾			148,500	⁽³⁾	10/24/2009	Common Stock	148,500	⁽⁴⁾	0	I	By Cisco⁽⁵⁾
Common Stock Subscription Warrant (Right to Buy)	$12.5	07/31/2003		J⁽⁴⁾			487,465	⁽³⁾	10/24/2009	Common Stock	487,465	⁽⁴⁾	0	D⁽⁵⁾
Common Stock Subscription Warrant (Right to Buy)	$12.5	07/31/2003		J⁽⁴⁾			487,465	⁽³⁾	10/24/2009	Common Stock	487,465	⁽⁴⁾	0	I	By Cisco⁽⁵⁾

1. Name and Address of Reporting Person^*

Cisco Systems Capital CORP

(Last)

(First)

(Middle)

170 WEST TASMAN DRIVE

(Street)

SAN JOSE

95134

(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^*

CISCO SYSTEMS INC

(Last)

(First)

(Middle)

225 WEST TASMAN DR

(Street)

SAN JOSE

95134-1706

(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. Each share of Series F Participating Convertible Preferred Stock, par value $0.001 per share, converts into 6,199.974 shares of Common Stock.

2. Immediately convertible.

3. Not applicable.

4. On June 26, 2003, the Issuer and its related entities entered into an exchange agreement with the Reporting Persons, Cisco Systems Capital Corporation ("Cisco Capital") and Cisco Systems, Inc. ("Cisco"), pursuant to which the Reporting persons agreed to cancel approximately $263 million in principal amount of indebtedness plus accrued interest owed by the Issuer to Cisco Capital and return each of the Common Stock Subscription Warrants listed herein in exchange for a cash payment by the Issuer of $20 million, the shares of the Issuer's Series F Participating Convertible Preferred Stock listed herein, and a promissory note issued by the Issuer for the aggregate principal amount of $17 million. The Issuer's stockholders approved the foregoing actions on June 26, 2003.

5. Cisco Capital directly holds the reported securities. Cisco is the sole shareholder of Cisco Capital and as such may be deemed to be an indirect beneficial owner of the reported securities. Except to the extent of any indirect pecuniary interest therein, Cisco disclaims beneficial ownership of the securities held by Cisco Capital.

Remarks:

A COPY OF THE JOINT FILING AGREEMENT DATED FEBRUARY 17, 2005 BETWEEN THE REPORTING PERSONS AND RELATING TO THE SECURITIES OF THE ISSUER IS ATTACHED AS EXHIBIT A TO THE SCHEDULE 13D ON FILE WITH THE U.S. SECURITIES & EXCHANGE COMMISSION.

	/s/ David Rogan, President, CISCO SYSTEMS CAPITAL CORPORATION	02/17/2005
	/s/ Dennis Powell, Senior Vice President and Chief Financial Officer, CISCO SYSTEMS, INC.	02/17/2005
	** Signature of Reporting Person	Date
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