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^*

VANTAGEPOINT VENTURE PARTNERS III Q L P

(Last)

(First)

(Middle)

1001 BAYHILL DR.

SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

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

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)
11/03/2005

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)
Series Z Nonconvertible Preferred Stock	11/03/2005		D⁽¹⁾		7,485.8	D	⁽¹⁾	0	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)
Common Stock Warrant (right to buy)	$0.5	11/03/2005		H⁽²⁾			5,847,563	12/27/2002	12/27/2012	Common Stock	5,847,563	⁽²⁾	0	D
Common Stock Warrant (right to buy)	$0.5	11/03/2005		H⁽²⁾			410,276	03/26/2003	03/26/2013	Common Stock	410,276	⁽²⁾	0	D
Common Stock Warrant (right to buy)	$0.44	11/03/2005		H⁽²⁾			1,511,598	12/22/2003	03/05/2013	Common Stock	1,511,598	⁽²⁾	0	D
Common Stock Warrant (right to buy)	$0.38	11/03/2005		H⁽²⁾			26,391,316	12/09/2003	07/18/2006	Common Stock	26,391,316	⁽²⁾	0	D
Common Stock Warrant (right to buy)	⁽³⁾	11/03/2005		H⁽²⁾			3,199,657	⁽³⁾	07/18/2006	Common Stock	3,199,657	⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of an Implementation Agreement, dated as of November 2, 2005, by and among the Reporting Person, the Issuer and certain other investors in the Issuer (the "Implementation Agreement"), the Reporting Person agreed to surrender these shares upon receipt of payment from the Issuer in full satisfaction of outstanding indebtedness of the Issuer to the Reporting Person.

2. Pursuant to the terms of the Implementation Agreement, the Reporting Person agreed to surrender these warrants upon receipt of payment from the Issuer in full satisfaction of outstanding indebtedness of the Issuer to the Reporting Person.

3. This warrant has a variable exercise price subject to the occurrence of certain events and is exercisable only following the occurrence of certain change of control events.

Remarks:

	/s/ James D. Marver	03/15/2006
	** 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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