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 [ MFNXQ.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)
12/02/2003
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)
Code V Amount (A) or (D) Price
Common Stock 12/02/2003 X 417,303(3) A $29.35 1,528,081(1) I Fiber, LLC(2)
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 12/02/2003(3) X 417,303(3) (3) (3) Common Stock 417,303(3) (3) 000 I Fiber, LLC(2)
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*
COM 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 its Second Amended Plan of Reorganization (the Plan), all previously existing equity securities of the Issuer were cancelled on 09/08/2003. The Plan requires that shares of Common Stock be issued to holders of Allowed Claims; however, the allocation of those shares among the holders of Allowed Claims cannot be finally determined until the amount of Allowed Claims have been determined. Pending this determination, the Issuer will make interim distributions of a portion of the securities to be distributed under the Plan. The number of shares indicated reflects the Reporting Persons' estimate of the securities to be received by Fiber, LLC in respect of its Allowed Claims. Pending a final determination of the shares of Common Stock to be issued to the holders of Allowed Claims under the Plan, the remaining securities to be distributed under the Plan are being held by the Issuer.
2. The Securities are held by Fiber, LLC. The Reporting Person is a member of COM Holdings, LLC which in turn is a member of Fiber LLC, and the Reporting Person is the sole director, Chairman, Chief Executive Officer, President and Shareholder of Eagle River, Inc. The Reporting Person, COM Holdings LLC, and Eagle River Inc. may be deemed to beneficially own securities held by Fiber LLC. The Reporting Person, COM Holdings LLC, and Eagle River Inc disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
3. Pursuant to the Plan and the Order dated August 21, 2003 confirming the Plan, the Issuer conducted an offering of Rights (the Rights) exercisable for up to 1,669,210 shares of its Common Stock (the Rights Shares) to certain holders of Allowed Claims. In accordance with the Plan and the Order, Fiber LLC exercised Rights to purchase 417,303 Rights Shares.
Remarks:
The Reporting Person, Craig O. McCaw, is the designated filer on his own behalf and on behalf of Fiber LLC, COM Holdings LLC, and Eagle River, Inc. Pursuant to the Plan, the Issuer changed its name from Metromedia Fiber Network, Inc. The ticker symbol of MFN was MFNXQ.PK. AboveNet, Inc. does not currently have a ticker symbol.
Craig O. McCaw 12/04/2003
Craig O. McCaw, Member 12/04/2003
Craig O. McCaw for COM Holdings, LLC, it's Member 12/04/2003
** Signature of Reporting Person Date
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