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*
SALZMAN ALAN E

(Last) (First) (Middle)
C/O VANTAGEPOINT VENTURE PARTNERS
1001 BAYHILL DR., SUITE 300

(Street)
SAN BRUNO CA 94066

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CBEYOND COMMUNICATIONS INC [ CBEY ]
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)
11/07/2005
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)
Code V Amount (A) or (D) Price
Common Stock 11/07/2005 C 3,540,224(1) A $0 3,551,392 I See Footnotes(2)(3)
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
Series B Participating Convertible Preferred Stock (4) 11/07/2005 C 3,332,195 (5) (6) Common Stock 3,332,195 $0 0 I See Footnotes(7)(8)
Series C Participating Convertible Preferred Stock (9) 11/07/2005 C 208,029 (5) (6) Common Stock 208,029 $0 0 I See Footnotes(10)(11)
Explanation of Responses:
1. The share amounts in this Form 4 reflect a 1-for-3.88 reverse stock split effected in connection with the Issuer's initial public offering.
2. Of the 3,551,392 common shares, includes: 1,036,691 shares directly owned by VantagePoint Venture Partners III(Q), LP; 126,701 shares owned directly by VantagePoint Venture Partners III, LP; 2,143,101 shares owned directly by VantagePoint Venture Partners IV(Q), LP; 215,693 shares owned directly by VantagePoint Ventures Partners IV, LP; 29,206 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. Messrs. (Continued in Footote 3)
3. 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.
4. 1-for-1.44. Takes into account accrued stock dividends through 11/07/05.
5. Immediately.
6. N/A.
7. Of the 3,332,195 shares, includes: 989,661 shares directly owned by VantagePoint Venture Partners III(Q), LP; 120,958 shares owned directly by VantagePoint Venture Partners III, LP; 1,992,320 shares owned directly by VantagePoint Venture Partners IV(Q), LP; 200,599 shares owned directly by VantagePoint Ventures Partners IV, LP; 28,657 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. Messrs. (Continued in Footnote 8)
8. 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-1.11. Takes into account accrued stock dividends through 11/07/05.
10. Of the 208,029 shares, includes: 37,092 shares directly owned by VantagePoint Venture Partners III(Q), LP; 4,513 shares owned directly by VantagePoint Venture Partners III, LP; 150,781 shares owned directly by VantagePoint Venture Partners IV(Q), LP; 15,094 shares owned directly by VantagePoint Venture Partners IV, LP; 549 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. Messrs. (Continued in Footnote 11)
11. 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.
/s/ Adam Salzman 10/27/2005
** 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.