SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SALZMAN ALAN E

(Last)

(First)

(Middle)

C/O VANTAGEPOINT VENTURE PARTNERS

1001 BAYHILL DR., SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2005

3. Issuer Name and Ticker or Trading Symbol
CBEYOND COMMUNICATIONS INC [ CBEY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	43,320⁽²⁾	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Participating Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	12,882,249	⁽⁶⁾	I	See Footnote⁽⁷⁾⁽⁸⁾
Series C Participating Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	741,973	⁽⁹⁾	I	See Footnote⁽¹⁰⁾⁽¹¹⁾

Explanation of Responses:

2. The share amounts in this Form 3 do not reflect the anticipated 1-for-3.88 reverse stock split to be effected in connection with the Issuer's initial public offering.

3. Includes 38,555 shares owned directly by VantagePoint Venture Partners III(Q), LP; 4,765 shares owned directly by VantagePoint Venture Partners III, LP; and indirectly by VantagePoint Venture Associates III, L.L.C., James D. Marver and Alan E. Salzman. VantagePoint Venture Associates III is the General Partner of VantagePoint Venture Partners III(Q), LP and VantagePoint Venture Partners III, LP. Messrs. Alan Salzman and James Marver are managing members of the above named limited partnerships that hold such shares, and as such, they share voting and investment power with respect to such shares. Messrs. Alan Salzman and James Marver disclaim beneficial ownership with respect to such shares Mr. Salzman and Mr. Marver disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein.

4. Immediately.

5. N/A.

6. 1-for-1.43.

7. Includes 3,826,028 shares directly owned by VantagePoint Venture Partners III(Q), LP; 467,625 shares owned directly by VantagePoint Venture Partners III, LP; 7,702,298 shares owned directly by VantagePoint Venture Partners IV(Q), LP; 775,511 shares owned directly by VantagePoint Ventures Partners IV, LP; 110,787 shares owned directly by VantagePoint Venture Partners IV Principals Fund, LP; and indirectly owned by VantagePoint Venture Associates III, L.L.C., VantagePoint Venture Associates IV, L.L.C., James D. Marver and Alan E. Salzman. VantagePoint Venture Associates III is the General Partner of VantagePoint Venture Partners III(Q), LP and VantagePoint Venture Partners III, LP. VantagePoint Venture Associates IV is the General Partner of VantagePoint Venture Partners IV(Q), LP, VantagePoint Venture Partners IV, LP. and Venture Partners IV Principals Fund, LP. (to be continued to footnote 8)

8. Messrs. Alan Salzman and James Marver are managing members of the general partners of the above named limited partnerships that hold such shares, and as such, they share voting and investment power with respect to such shares. Messrs. Alan Salzman and James Marver disclaim beneficial ownership with respect to such shares Mr. Salzman and Mr. Marver disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein.

9. 1-for-1.10.

10. Includes 132,294 shares directly owned by VantagePoint Venture Partners III(Q), LP; 16,100 shares owned directly by VantagePoint Venture Partners III, LP; 537,783 shares owned directly by VantagePoint Venture Partners IV(Q), LP; 53,837 shares owned directly by VantagePoint Ventures Partners IV, LP; 1,959 shares owned directly by VantagePoint Venture Partners IV Principals Fund, LP; and indirectly owned by VantagePoint Venture Associates III, L.L.C., VantagePoint Venture Associates IV, L.L.C., James D. Marver and Alan E. Salzman. VantagePoint Venture Associates III is the General Partner of VantagePoint Venture Partners III(Q), LP and VantagePoint Venture Partners III, LP. VantagePoint Venture Associates IV is the General Partner of VantagePoint Venture Partners IV(Q), LP, VantagePoint Venture Partners IV, LP. and Venture Partners IV Principals Fund, LP. (to be continued to footnote 11)

11. Messrs. Alan Salzman and James Marver are managing members of the general partners of the above named limited partnerships that hold such shares, and as such, they share voting and investment power with respect to such shares. Messrs. Alan Salzman and James Marver disclaim beneficial ownership with respect to such shares Mr. Salzman and Mr. Marver disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein.

Remarks:

1. Alan E. Salzman as representative for: VantagePoint Venture Partners III (Q), L.P., VantagePoint Venture Partners III, L.P., VantagePoint Venture Partners III, L.L.C., VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., VantagePoint Venture Partners IV Principals Fund, L.P., VantagePoint Venture Associates IV L.L.C., James D. Marver and Alan E. Salzman.

	/s/ SALZMAN ALAN E	10/27/2005
	** Signature of Reporting Person	Date
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