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^*

WEED THADDEUS GERARD

(Last)

(First)

(Middle)

1015 31ST ST., NW

(Street)

WASHINGTON

20007

(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
X	Officer (give title below)	Other (specify below)
	VP, Controller

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2003

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	10/10/2003⁽⁴⁾		J⁽²⁾		25	D	⁽²⁾⁽⁴⁾	0	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)
Option/right to buy⁽¹⁾	$2.5	10/10/2003		J⁽²⁾			9,375	05/14/2000	02/14/2010	Common Stock	9,375	$0	0	D
Option/right to buy⁽¹⁾	$2	10/10/2003		J⁽²⁾			1,627	12/01/2001	12/01/2011	Common Stock	1,627	$0	0	D
Option/right to buy⁽¹⁾	$2	10/10/2003		J⁽²⁾			1,084	12/01/2002	12/01/2011	Common Stock	1,084	$0	0	D
Series H Convertible Preferred Stock	$0⁽³⁾	10/10/2003		J⁽²⁾		623		10/10/2003⁽⁴⁾	⁽⁴⁾	Common Stock	479,230	⁽⁵⁾	623	D

Explanation of Responses:

1. These options refer to unexercised rights to purchase common stock that were granted under the Amended and Restated Cogent Communications Group 2002 Equity Incentive Plan (the "Equity Incentive Plan").

2. Options and common stock that were disposed of were exchanged for restricted shares of Series H Preferred Stock acquired in connection with a tender offer by Cogent Communications Group, Inc. described in Schedule TO filed on September 11, 2003 and amended on October 2, 2003 (file No. 005-78106).

3. Each share of Series H Convertible Preferred Stock is convertible into 769.2307692 shares of common stock.

4. Effective October 10, 2003, Mr. Weed elected to exchange all of his unexercised stock option grants and all shares of common stock owned by him for 623 shares of Series H Convertible Preferred Stock, which are subject to certain vesting provisions. There is no expiration date on conversion of the Series H Convertible Preferred Stock into common stock.

5. In consideration for restricted shares of Series H Convertible Preferred Stock, all rights to purchase common stock that were granted under the Equity Incentive Plan were exchanged.

	Thaddeus "Tad" Weed	10/14/2003
	** Signature of Reporting Person	Date
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