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 LP

(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 [ 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)
01/19/2005

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)
Common Stock, $.0005 par value	01/19/2005		J		1,366,255	D	⁽¹⁾	4,830,861	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)
See Footnote⁽²⁾	⁽³⁾	10/07/2004	02/09/2005	J	V	389,656		⁽⁴⁾	⁽⁴⁾	Common Stock, $.0005 par value	389,656	⁽⁴⁾	4,551,819	D

Explanation of Responses:

1. The Reporting Person distributed 1,366,255 shares of Common Stock to its partners.

2. The derivative security is titled "Warrant to Purchase Shares of Common Stock" (the "Warrants").

3. The Warrants have a variable exercise price, and provide for customary adjustments upon the occurrence of reclassification or mergers, stock splits, stock dividends and other pro rata events.

4. The Reporting Person received the Warrants in exchange for agreeing to subordinate to Laurus Master Fund, Ltd. (a new investor in the Issuer), the Reporting Person's prior lien on the Issuer's trade accounts receivable. The Warrant will be issued to the Reporting Person upon the satisfaction of certain conditions set forth in the Warrant, including, the approval by the stockholders of the Issuer of the issuance of the Warrant to the Reporting Person. Once the Issuer's stockholders have approved the Warrants, the Warrants will be exercisable upon the occurrence of specified events relating to the change of control of the Company, and will expire on July 18, 2006. This description of the Warrants is qualified in its entirety by reference to the copy of the form of the Warrants filed as an Exhibit to the Issuer's 10-Q on November 15, 2004.

	/s/ James D. Marver	01/21/2005
	** 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.