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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

VANTAGEPOINT VENTURE PARTNERS III Q L P

(Last)

(First)

(Middle)

1001 BAYHILL DR

STE 100

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DSL NET INC [ DSLN ]

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)
01/21/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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, $.0005 par value	01/21/2004		C		17,823,333	A	$0.18⁽¹⁾	0	D
Common Stock, $.0005 par value	01/21/2004		P⁽²⁾		1,238,810	A	⁽²⁾	0	D
Common Stock, $.0005 par value	01/21/2004		J⁽³⁾		17,201,631	D	⁽³⁾	1,901,280	D

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 X Preferred Stock	⁽⁴⁾	01/21/2004		C			3,208.2	01/21/2004	01/21/2004	Common Stock	17,823,333	⁽⁴⁾	7,485.8	D

Explanation of Responses:

1. The Reporting Person converted 3,208.2 shares of Series X Preferred Stock on January 21, 2004 into 17,823,333 shares of common stock. The Series X Preferred Stock was originally issued at a price of $1,000 per share and was convertible at the fixed conversion price of $0.18 per share.

2. Upon conversion of the 3,208.2 shares of Series X Preferred Stock, the Reporting Person received 1,238,810 shares of common stock in payment of accrued dividends payable on such Preferred Stock. Such dividends accrued on the Series X Preferred Stock at the rate of $120 per share per annum from the date of issuance and were payable upon conversion in cash or, at the sole option of DSL.net, in shares of common stock measured at the fair market value of the common stock at the time the dividend was declared (January 21, 2004, the date of conversion).

3. On January 21, 2004, the Reporting Person, a limited partnership, made a pro rata distribution of 17,201,631 shares of common stock to its limited partners in accordance with their respective limited partnership interests.

4. Each share of Series X Preferred Stock was originally issued at a price of $1,000 per share and is convertible at a fixed conversion price of $0.18 per share.

	/s/ James D. Marver pursuant to power of attorney previously filed	01/23/2004
	** 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.