-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VbiccX0ZfawQtpKALUsJzmzWZ6p4vDR/Wqu1Py0Lz7qnIHHAe9lIPCL+VVQtk4gh PbIdfpXNOTpzTJnUHy8nmg== 0000950103-08-002783.txt : 20081110 0000950103-08-002783.hdr.sgml : 20081110 20081110161059 ACCESSION NUMBER: 0000950103-08-002783 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081110 DATE AS OF CHANGE: 20081110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COGENT COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001158324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522337274 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78106 FILM NUMBER: 081175757 BUSINESS ADDRESS: STREET 1: 1015 31ST STREET CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2022954200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHILTON INVESTMENT CO LLC CENTRAL INDEX KEY: 0001332632 IRS NUMBER: 870742367 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1266 EAST MAIN STREET STREET 2: 7 FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-352-4000 MAIL ADDRESS: STREET 1: 1266 EAST MAIN STREET STREET 2: 7 FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G 1 dp11829_sc13g.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ___)*
 
Cogent Communications Group, Inc.
(Name of Issuer)
 
Common Stock, $.001 par value per share
(Title of Class of Securities)
 
 
19239V302
  
(CUSIP Number)
 
 October 31, 2008
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x
Rule 13d-1(b)
   
o
Rule 13d-1(c)
   
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 CUSIP No. 19239V302 
 13G
Page 2 of 5 Pages
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Chilton Investment Company, LLC
87-0742367
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
5,400,188
6
SHARED VOTING POWER
 
0
7 
SOLE DISPOSITIVE POWER
 
5,400,188
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,400,188
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.9%
  
12
TYPE OF REPORTING PERSON
 
IA
  
 

 
 CUSIP No. 19239V302 
 13G
Page 3 of 5 Pages

Item 1(a).
Name of Issuer.
Cogent Communication Group, Inc.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices.
1015 31st Street N.W., Washington, D.C. 20007
   
Item 2(a).
Names of Person Filing.
Chilton Investment Company, LLC
   
Item 2(b).
Address of Principal Business Office or, if None, Residence.
1266 East Main Street, 7th Floor
Stamford, CT 06902
   
Item 2(c).
Citizenship.
State of Delaware
   
Item 2(d).
Title of Class of Securities.
Common Stock, $.001 par value per share
   
Item 2(e).
CUSIP Number.
19239V302
   
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
     
 
(a)
o Broker or dealer registered under Section 15 of the Exchange Act.
     
 
(b)
o Bank as defined in Section 3(a)(6) of the Exchange Act.
     
 
(c)
o Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
 
(d)
o Investment company registered under Section 8 of the Investment Company Act.
     
 
(e)
x  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
 
(f)
o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
 
(g)
o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
 
(h)
o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
 
(i)
o A church plan that is excluded from the definition of an investment company under  Section 3(c)(14) of the Investment Company Act;
     
 
(j)
o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
 
 CUSIP No. 19239V302 
 13G
Page 4 of 5 Pages
 
Item 4.
Ownership.
   
 
(a)           Amount beneficially owned: 5,400,188 shares
   
 
(b)           Percent of class:   11.9%
   
 
(c)           Number of shares as to which the person has:
 
(i)           Sole power to vote or to direct the vote:  5,400,188
(ii)          Shared power to vote or to direct the vote:  0
(iii)         Sole power to dispose or to direct the disposition of:  5,400,188
(iv)         Shared power to dispose or to direct the disposition of:  0
   
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Inapplicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
Inapplicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Inapplicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Inapplicable.
   
 
 
 
 CUSIP No. 19239V302 
 13G
Page 5 of 5 Pages
 
Item 10.
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:   November 10, 2008
 
Chilton Investment Company, LLC
 
 
By:
 /s/ James Steinthal  
 
Name: James Steinthal
  
 
Title: Managing Director
  
 
 
 
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