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*
MCCAW CRAIG

(Last) (First) (Middle)
2300 CARILLON POINT

(Street)
KIRKLAND WA 98033

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ABOVENET INC [ ABVT.PK ]
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)
12/21/2007
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 12/21/2007 C 8,571(2) A (1) 1,514,191 I Fiber, LLC
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
Rights to Common Stock $29.35 12/21/2007 C 8,571(2) (1) (1) Common Stock 8,571 (1)(2) 0 I Fiber LLC
1. Name and Address of Reporting Person*
MCCAW CRAIG

(Last) (First) (Middle)
2300 CARILLON POINT

(Street)
KIRKLAND WA 98033

(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*
FIBER LLC

(Last) (First) (Middle)
2300 CARILLON POINT

(Street)
KIRKLAND WA 98033

(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*
Eagle River Holdings, LLC

(Last) (First) (Middle)
2300 CARILLON POINT

(Street)
KIRKLAND WA 98033

(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. Pursuant to the Issuer's Second Amended Plan of Reorganization (the "Plan"), all previously existing equity securities of the Issuer were cancelled on 09/08/2003. The Plan required that shares of Common Stock be issued to holders of certain allowed claims; however, the allocation of those shares among the holders of allowed claims could not be finally determined until the amount of allowed claims had been determined. Pending this determination, the Issuer made interim distributions of a portion of the securities to be distributed under the Plan, the last issuance of which included an issuance to the Reporting Persons of 8,571 shares on or about December 21, 2007. The aggregate number of shares issued in all such interim distributions was 70,195 shares of Common Stock.
2. During the pendency of these distributions the Reporting Persons had reported the rights to acquire Common Stock as a derivative security reflecting the rights to acquire Common Stock in respect of debts previously contracted by the issuer. This report constitutes a voluntary early filing to disclose the number of shares of Common Stock ultimately acquired by the Reporting Persons upon the conversion of allowed claims held by Fiber LLC. The transaction reported herein constitutes the final acquisition of Common Stock pursuant to the Plan.
Craig O. McCaw 12/26/2007
Craig O. McCaw, Member 12/26/2007
Craig O. McCaw for Eagle River Holdings, LLC, its Member 12/26/2007
** 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.
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