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^*

WEI JAMES

(Last)

(First)

(Middle)

c/o Worldview Technology Partners

435 Tasso St., Suite 120

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS GROUP INC [ COI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	07/31/2003		C⁽¹⁾		1,294,299	A	$1,000	1,294,299	I	See footnote.⁽²⁾
Common Stock	07/31/2003		C⁽¹⁾		319,034	A	$1,000	319,034	I	See footnote.⁽³⁾
Common Stock	07/31/2003		C⁽¹⁾		28,679	A	$1,000	28,679	I	See footnote.⁽⁴⁾
Common Stock	07/31/2003		C⁽¹⁾		31,725	A	$1,000	31,725	I	See footnote.⁽⁵⁾
Common Stock	07/31/2003		C⁽¹⁾		548,531	A	$1,000	548,531	I	See footnote.⁽⁶⁾
Common Stock	07/31/2003		C⁽¹⁾		89,115	A	$1,000	89,115	I	See footnote.⁽⁷⁾
Common Stock	07/31/2003		C⁽¹⁾		4,048	A	$1,000	4,048	I	See footnote.⁽⁸⁾

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)
Series G Convertible Preferred Stock	⁽⁹⁾	07/31/2003		P		5,883		⁽¹³⁾	⁽¹⁴⁾	Common Stock	33,880,197	$1,000	5,883	I	See footnote.⁽²⁾
Series G Convertible Preferred Stock	⁽⁹⁾	07/31/2003		P		1,450		⁽¹³⁾	⁽¹⁴⁾	Common Stock	8,350,550	$1,000	1,450	I	See footnote.⁽³⁾
Series G Convertible Preferred Stock	⁽⁹⁾	07/31/2003		P		130		⁽¹³⁾	⁽¹⁴⁾	Common Stock	748,670	$1,000	130	I	See footnote.⁽⁴⁾
Series G Convertible Preferred Stock	⁽⁹⁾	07/31/2003		P		330		⁽¹³⁾	⁽¹⁴⁾	Common Stock	1,900,470	$1,000	330	I	See footnote.⁽⁵⁾
Series G Convertible Preferred Stock	⁽⁹⁾	07/31/2003		P		1,887		⁽¹³⁾	⁽¹⁴⁾	Common Stock	10,867,233	$1,000	1,887	I	See footnote.⁽⁶⁾
Series G Convertible Preferred Stock	⁽⁹⁾	07/31/2003		P		306		⁽¹³⁾	⁽¹⁴⁾	Common Stock	1,762,254	$1,000	306	I	See footnote.⁽⁷⁾
Series G Convertible Preferred Stock	⁽⁹⁾	07/31/2003		P		14		⁽¹³⁾	⁽¹⁴⁾	Common Stock	80,626	$1,000	14	I	See footnote.⁽⁸⁾
Series A Preferred Stock	⁽¹⁰⁾	07/31/2003		C			7,290,940	⁽¹³⁾	⁽¹⁴⁾	Common Stock	729,094	$1	0	I	See footnote.⁽²⁾
Series A Preferred Stock	⁽¹⁰⁾	07/31/2003		C			1,797,489	⁽¹³⁾	⁽¹⁴⁾	Common Stock	179,749	$1	0	I	See footnote.⁽³⁾
Series A Preferred Stock	⁽¹⁰⁾	07/31/2003		C			161,571	⁽¹³⁾	⁽¹⁴⁾	Common Stock	16,157	$1	0	I	See footnote.⁽⁴⁾
Series B Preferred Stock	⁽¹¹⁾	07/31/2003		C			2,488,608	⁽¹³⁾	⁽¹⁴⁾	Common Stock	323,005	$4.55	0	I	See footnote.⁽²⁾
Series B Preferred Stock	⁽¹¹⁾	07/31/2003		C			613,277	⁽¹³⁾	⁽¹⁴⁾	Common Stock	79,599	$4.55	0	I	See footnote.⁽³⁾
Series B Preferred Stock	⁽¹¹⁾	07/31/2003		C			55,133	⁽¹³⁾	⁽¹⁴⁾	Common Stock	7,156	$4.55	0	I	See footnote.⁽⁴⁾
Series B Preferred Stock	⁽¹¹⁾	07/31/2003		C			139,686	⁽¹³⁾	⁽¹⁴⁾	Common Stock	18,130	$4.55	0	I	See footnote.⁽⁵⁾
Series C Preferred Stock	⁽¹²⁾	07/31/2003		C			2,422,002	⁽¹³⁾	⁽¹⁴⁾	Common Stock	242,200	$1.2467	0	I	See footnote.⁽²⁾
Series C Preferred Stock	⁽¹²⁾	07/31/2003		C			596,863	⁽¹³⁾	⁽¹⁴⁾	Common Stock	59,686	$1.2467	0	I	See footnote.⁽³⁾
Series C Preferred Stock	⁽¹²⁾	07/31/2003		C			53,658	⁽¹³⁾	⁽¹⁴⁾	Common Stock	5,366	$1.2467	0	I	See footnote.⁽⁴⁾
Series C Preferred Stock	⁽¹²⁾	07/31/2003		C			135,947	⁽¹³⁾	⁽¹⁴⁾	Common Stock	13,595	$1.2467	0	I	See footnote.⁽⁵⁾
Series C Preferred Stock	⁽¹²⁾	07/31/2003		C			5,485,313	⁽¹³⁾	⁽¹⁴⁾	Common Stock	548,531	$1.2467	0	I	See footnote.⁽⁶⁾
Series C Preferred Stock	⁽¹²⁾	07/31/2003		C			891,151	⁽¹³⁾	⁽¹⁴⁾	Common Stock	89,115	$1.2467	0	I	See footnote.⁽⁷⁾
Series C Preferred Stock	⁽¹²⁾	07/31/2003		C			40,477	⁽¹³⁾	⁽¹⁴⁾	Common Stock	4,048	$1.2467	0	I	See footnote.⁽⁸⁾

1. Name and Address of Reporting Person^*

WEI JAMES

(Last)

(First)

(Middle)

c/o Worldview Technology Partners

435 Tasso St., Suite 120

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WORLDVIEW TECHNOLOGY PARTNERS III LP

(Last)

(First)

(Middle)

435 Tasso St., Ste. 120

(Street)

Palo Alto

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WORLDVIEW TECHNOLOGY PARTNERS IV LP

(Last)

(First)

(Middle)

435 TASSO ST., STE. 120

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the number of shares issued to such Reporting Person upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock held by such Reporting Person. The conversion price for the Series A, Series B and Series C Preferred Stock was approximately $10.00, $35.057 and $12.467, respectively.

2. Shares are owned directly by Worldview Technology Partners III, L.P.

3. Shares are owned directly by Worldview Technology International III, L.P.

4. Shares are owned directly by Worldview Strategic Partners III, L.P

5. Shares are owned directly by Worldview III Carrier Fund, L.P.

6. Shares are owned directly by Worldview Technology Partners IV, L.P.

7. Shares are owned directly by Worldview Technology International IV, L.P.

8. Shares are owned directly by Worldview Strategic Partners IV, L.P.

9. Each share of Series G Convertible Preferred Stock , par value $.001 per share, is initially convertible into approximately 5,795 shares of Common Stock.

10. Each share of Series A Preferred Stock was converted into 0.1 shares of Common Stock.

11. Each share of Series B Preferred Stock was converted into 0.12979 shares of Common Stock.

12. Each share of Series C Preferred Stock was converted into 0.1 shares of Common Stock.

13. The Preferred securities are immediately convertible.

14. The conversion feature continues indefinitely.

Remarks:

James Wei, the Designated Filer, is a director of the issuer and a Managing Member of Worldview Equity I, L.L.C., which is the general partner of both Worldview Capital III, L.P. and Worldview Capital IV, L.P. Worldview Capital III, L.P. is the general partner of Worldview Technology Partners III, L.P., Worldview Technology International III, L.P., Worldview Strategic Partners III, L.P. and Worldview III Carrier Fund, L.P. Worldview Capital IV, L.P. is the general partner of Worldview Technology Partners IV, L.P., Worldview Technology International IV, L.P. and Worldview Strategic Partners IV, L.P. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such reporting person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any securities for purposes of Section 16 or for any other purpose.

	Worldview Technology Partners III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	08/05/2003
	Worldview Technology International III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	08/05/2003
	Worldview Strategic Partners III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	08/05/2003
	Worldview III Carrier Fund, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	08/05/2003
	Worldview Technology International IV, L.P., by Worldview Capital IV, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	08/05/2003
	Worldview Technology Partners IV, L.P., by Worldview Capital IV, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	08/05/2003
	Worldview Strategic Partners IV, L.P., by Worldview Capital IV, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member	08/05/2003
	James Wei	08/05/2003
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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