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^*

SALZMAN ALAN E

(Last)

(First)

(Middle)

C/O VANTAGEPOINT VENTURE PARTNERS

1001 BAYHILL DR., SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CBEYOND 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)
10/10/2006

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	10/10/2006		S		900,000⁽¹⁾⁽²⁾	D	$25.41	2,651,392	I	See Footnote⁽³⁾⁽⁴⁾

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)

Explanation of Responses:

1. Of the 900,000 common shares sold, includes: 262,720 shares sold by VantagePoint Venture Partners III(Q), LP; 32,109 shares sold by VantagePoint Venture Partners III, LP; 543,108 shares sold by VantagePoint Venture Partners IV(Q), LP; 54,661 shares sold by VantagePoint Ventures Partners IV, LP; 7,402 shares sold by VantagePoint Venture Partners IV Principals Fund, LP; and such shares are 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. (Continue in Footnote 2)

2. 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. 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, except to the extent of their pecuniary interest therein.

3. Of the 2,651,392 common shares, includes: 773,971 shares directly owned by VantagePoint Venture Partners III(Q), LP; 94,592 shares owned directly by VantagePoint Venture Partners III, LP; 1,599,993 shares owned directly by VantagePoint Venture Partners IV(Q), LP; 161,032 shares owned directly by VantagePoint Ventures Partners IV, LP; 21,804 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. (Continue in Footnote 4)

4. 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. 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, except to the extent of their pecuniary interest therein.

Remarks:

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/ Alan Salzman	10/10/2006
	** 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).
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