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, Section 17(a) of the Public Utility Holding Company Act of 1935 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^*

GLASSMEYER EDWARD F

(Last)

(First)

(Middle)

c/o Oak Investment Partners

One Gorham Island

(Street)

Westport

06880

(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)

X	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)
Common Stock	07/31/2003		C ^{( 4 )}		1,960,884	A	^{( 4 )}	1,960,884	I	See Note ^{( 1 )}
Common Stock	07/31/2003		C ^{( 4 )}		20,900	A	^{( 4 )}	20,900	I	See Note ^{( 2 )}
Common Stock	07/31/2003		C ^{( 4 )}		47,066	A	^{( 4 )}	47,066	I	See Note ^{( 3 )}

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 G-1 Preferred Stock	^{( 5 )}	07/31/2003		P		9,665		^{( 10 )}	^{( 9 )}	Common Stock	56,707,616	$1,000	9,665	I	See Note ^{( 1 )}
Series G-1 Preferred Stock	^{( 5 )}	07/31/2003		P		103		^{( 10 )}	^{( 9 )}	Common Stock	604,334	$1,000	103	I	See Note ^{( 2 )}
Series G-1 Preferred Stock	^{( 5 )}	07/31/2003		P		232		^{( 10 )}	^{( 9 )}	Common Stock	1,361,217	$1,000	232	I	See Note ^{( 3 )}
Series A Preferred Stock	^{( 6 )}	07/31/2003		C			4,832,500 ^{( 1 )}	^{( 10 )}	^{( 9 )}	Common Stock	483,250	$1	0	I	See Note ^{( 1 )}
Series A Preferred Stock	^{( 6 )}	07/31/2003		C			51,506 ^{( 2 )}	^{( 10 )}	^{( 9 )}	Common Stock	5,151	$1	0	I	See Note ^{( 2 )}
Series A Preferred Stock	^{( 6 )}	07/31/2003		C			115,994 ^{( 3 )}	^{( 10 )}	^{( 9 )}	Common Stock	11,599	$1	0	I	See Note ^{( 3 )}
Series B Preferred Stock	^{( 7 )}	07/31/2003		C			4,248,351 ^{( 1 )}	^{( 10 )}	^{( 9 )}	Common Stock	551,408	$4.55	0	I	See Note ^{( 1 )}
Series B Preferred Stock	^{( 7 )}	07/31/2003		C			45,280 ^{( 2 )}	^{( 10 )}	^{( 9 )}	Common Stock	5,877	$4.55	0	I	See Note ^{( 2 )}
Series B Preferred Stock	^{( 7 )}	07/31/2003		C			101,973 ^{( 3 )}	^{( 10 )}	^{( 9 )}	Common Stock	13,235	$4.55	0	I	See Note ^{( 3 )}
Series C Preferred Stock	^{( 8 )}	07/31/2003		C			9,262,259 ^{( 1 )}	^{( 10 )}	^{( 9 )}	Common Stock	926,226	$1.2467	0	I	See Note ^{( 1 )}
Series C Preferred Stock	^{( 8 )}	07/31/2003		C			98,720 ^{( 2 )}	^{( 10 )}	^{( 9 )}	Common Stock	9,872	$1.2467	0	I	See Note ^{( 2 )}
Series C Preferred Stock	^{( 8 )}	07/31/2003		C			222,321 ^{( 3 )}	^{( 10 )}	^{( 9 )}	Common Stock	22,232	$1.2467	0	I	See Note ^{( 3 )}

1. Name and Address of Reporting Person^*

GLASSMEYER EDWARD F

(Last)

(First)

(Middle)

c/o Oak Investment Partners

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK INVESTMENT PARTNERS IX L P

(Last)

(First)

(Middle)

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK IX AFFILIATES FUND LP

(Last)

(First)

(Middle)

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK IX AFFILIATES FUND A LP

(Last)

(First)

(Middle)

ONE GORHAM ISLAND

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents shares held by Oak Investment Partners IX, Limited Partnership.

2. Represents Shares held by Oak IX Affiliates Fund, Limited Partnership.

3. Represents Shares held by Oak IX Affiliates Fund-A, Limited Partnership.

4. Represents the number of shares issued to such Reporting Person upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock held by such Reporting Person. The conversion price for the Series A, Series B Preferred Stock and Series C Preferred Stock was approximately $10.00, $35.057 and $12.467, respectively.

5. Each share of Series G-1 Participating Converitble Preferred Stock, par value $.001 per share, is initially convertible into approximately 5,867.3 shares of Common Stock.

6. Each share of Series A Participating Convertible Preferred Stock, par value $.001 per share, was converted into 0.1 shares of Common Stock.

7. Each share of Series B Participating Convertible Preferred Stock, par value $.001 per share, was converted into 0.12979 shares of Common Stock.

8. Each share of Series C Participating Convertible Preferred Stock, par value $.001 per share, was converted into 0.1 shares of Common Stock.

9. The conversion feature continues indefinitely.

10. The preferred securities are immediately convertible.

Remarks:

Edward F. Glassmeyer is a Director of Cogent Communications Group, Inc. Mr. Glassmeyer is a Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak Investment Partners IX, Limited Partnership and a Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates Fund - A, Limited Partnership and Oak IX Affiliates Fund, Limited Partnership. 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 such securities for purposes of Section 16 or for any other purpose.

	Edward F. Glassmeyer	08/01/2003
	Oak Investment Partners IX, Limited Partnership, By Oak Associates IX, L.L.C., its General Partner, Edward F. Glassmeyer, Managing Member	08/01/2003
	Oak IX Afilliates Fund, Limited Partnership, By Oak IX Affiliates, L.L.C., its General Partner, Edward F. Glassmeyer, Managing Member	08/01/2003
	Oak IX Affiliates Fund - A, Limited Partnership, By Oak IX Affiliates, L.L.C., its General Partner, Edward F. Glassmeyer, Managing Member	08/01/2003
	** Signature of Reporting Person	Date
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