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^*

BROOKS STEVEN D

(Last)

(First)

(Middle)

C/O BCP CAPITAL MANAGEMENT

ONE MARITIME PLAZA

(Street)

SAN FRANCISCO

94111

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

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	02/15/2005		C		5,077,735	A	⁽¹⁾	5,180,800	I	see note⁽²⁾
common stock	02/15/2005		C		36,842,661	A	⁽¹⁾	37,588,568	I	see note⁽³⁾
common stock	02/15/2005		C		541,241	A	⁽¹⁾	560,094	I	see note⁽⁴⁾
common stock								1,184	I	see note⁽⁵⁾

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-11 Convertible Preferred Stock	⁽⁶⁾	02/15/2005		C			657	⁽⁸⁾	⁽⁹⁾	common stock	3,844,010	$1,000	0	I	see note⁽²⁾
Series G-11 Convertible Preferred Stock	⁽⁶⁾	02/15/2005		C			4,751	⁽⁸⁾	⁽⁹⁾	common stock	27,797,405	$1,000	0	I	see note⁽³⁾
Series G-12 Convertible Preferred Stock	⁽⁷⁾	02/15/2005		C			92	⁽⁸⁾	⁽⁹⁾	common stock	541,241	$1,000	0	I	see note⁽⁴⁾
Series I Convertible Preferred Stock	⁽¹⁰⁾	02/15/2005		C			19	⁽⁸⁾	⁽⁹⁾	common stock	117,792	$1,000	0	I	see note⁽²⁾
Series I Convertible Preferred Stock	⁽¹⁰⁾	02/15/2005		C			139	⁽⁸⁾	⁽⁹⁾	common stock	861,748	$1,000	0	I	see note⁽³⁾
Series J Convertible Preferred Stock	⁽¹¹⁾	02/15/2005		C			24	⁽⁸⁾	⁽⁹⁾	common stock	743,955	$5,000	0	I	see note⁽²⁾
Series J Convertible Preferred Stock	⁽¹¹⁾	02/15/2005		C			176	⁽⁸⁾	⁽⁹⁾	common stock	5,455,672	$5,000	0	I	see note⁽³⁾
Series M Convertible Preferred Stock	⁽¹²⁾	02/15/2005		C			12	⁽⁸⁾	⁽⁹⁾	common stock	371,978	$5,000	0	I	see note⁽²⁾
Series M Convertible Preferred Stock	⁽¹²⁾	02/15/2005		C			88	⁽⁸⁾	⁽⁹⁾	common stock	2,727,836	$5,000	0	I	see note⁽³⁾

1. Name and Address of Reporting Person^*

BROOKS STEVEN D

(Last)

(First)

(Middle)

C/O BCP CAPITAL MANAGEMENT

ONE MARITIME PLAZA

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BCP CAPITAL QPF, L.P.

(Last)

(First)

(Middle)

ONE MARITIME PLAZA #2525

(Street)

SAN FRANCISCO

94111

(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^*

BCP CAPITAL, L.P.

(Last)

(First)

(Middle)

ONE MARITIME PLAZA #2525

(Street)

SAN FRANCISCO

94111

(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^*

BCP AFFILIATES FUND LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA #2525

(Street)

SAN FRANCISCO

941111

(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^*

BCP GENERAL LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA #2525

(Street)

SAN FRANCISCO

94111

(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^*

BROADVIEW BCPSBS FUND LP

(Last)

(First)

(Middle)

1345 AV OF THE AMERICAS 20TH FL

(Street)

NEW YORK

10105

(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^*

BCI HOLDINGS LP

(Last)

(First)

(Middle)

1345 AV OF THE AMERICAS 20TH FL

(Street)

NEW YORK

10105

(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^*

BV HOLDINGS LLP

(Last)

(First)

(Middle)

1345 AV OF THE AMERICAS 20TH FL

(Street)

NEW YORK

10105

(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^*

BACHMANN STEPHEN J

(Last)

(First)

(Middle)

C/O BCO CAPITAL MANAGEMENT

ONE MARITIME PLAZA

(Street)

SAN FRANCISCO

94111

(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^*

DENINGER PAUL F

(Last)

(First)

(Middle)

C/O NETEGRITY INC

201 JONES RD

(Street)

WALTHAM

02451

(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 of common stock issued to such Reporting Person upon conversion of the Series G-11 Preferred Stock, Series G-12 Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series M Preferred Stock held by such Reporting Person as reported on Table II. The conversion price for the Series G-11 Preferred Stock, Series G-12 Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series M Preferred Stock was approximately $0.1709, $0.1699, $0.1613, $0.1613 and $0.1613, respectively.

2. Represents shares directly owned by BCP Capital, L.P. ("BCP Cap").

3. Represents shares directly owned by BCP Capital QPF, L.P. ("BCP QPF").

4. Represents shares directly owned by BCP Affiliates Fund LLC ("BCP Affiliates").

5. Represents shares directly owned by BCP BCPSBS Fund L.P.

6. Each share of Series G-11 Participating convertible Preferred Stock, par value $0.001 per share, was converted into approximately 5,850.85367 shares of common stock.

7. Each share of Series G-12 Participating convertible Preferred Stock, par value $0.001 per share, was converted into approximately 5,883.06514 shares of common stock.

8. The preferred securities are immediately convertible.

9. The conversion feature continues indefinitely.

10. Each share of Series I Participating Convertible Preferred Stock, par value $0.001 per share, was converted into 6,199.628 shares of common stock.

11. Each share of Series J Participating Convertible Preferred Stock, par value $0.001 per share, was converted into 30,998.15 shares of common stock.

12. Each share of Series M Participating Convertible Preferred Stock, par value $0.001 per share, was converted into 30,998.15 shares of common stock.

Remarks:

Steven D. Brooks is a Director of Cogent Communications Group, Inc. Mr. Brooks is a Manager of BCP General LLC ("BCPG"), the General Partner of BCP Capital L.P. and BCP Capital QPF, L.P. and a Manager of BCP Capital Management LLC, the Manager of BCP Capital L.P., BCP Capital QPF, L.P. and BCP Affiliates Fund LLC. Paul F. Deninger is the Chief Executive Officer of BV Holdings LLP, the General Partner of BCI Holdings L.P., which is a Member of BCPG, the Manager of Broadview BCPSBS Fund LLC, and the General Partner of Broadview BCPSBS Fund L.P. Messrs' Brooks, Deninger and Stephen J. Bachmann are Members of the Investment Committee of BCPG. 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 such securities for purposes of Section 16 or for any other purpose.

	BCP Capital L.P., By: BCP General LLC Its: General Partner By: /s/ Steven D. Brooks Steven D. Brooks Managing Director	02/17/2005
	BCP Capital QPF, L.P. By: BCP General LLC Its: General Partner By: /s/Steven D. Brooks Steven D. Brooks Managing Director	02/17/2005
	BCP Affiliates Fund LLC By: BCP Capital Management LLC Its: Manager By: /s/ Steven D. Brooks Steven D. Brooks Managing Director	02/17/2005
	BCP General LLC By: /s/ Steven D. Brooks Steven D. Brooks Managing Director	02/17/2005
	BCI Holdings, L.P. By: BV Holdings LLP Its: General Partner By: /s/ Steven D. Brooks Steven D. Brooks Attorney-in-Fact	02/17/2005
	BV Holdings LLP By: /s/ Steven D. Brooks Steven D. Brooks Attorney-in-Fact	02/17/2005
	/s/ Steven D. Brooks	02/17/2005
	/s/ Steven D. Brooks Stephen J. Bachmann By: Steven D. Brooks Attorney-in-Fact	02/17/2005
	/s/ Steven D. Brooks Paul F. Deninger By: Steven D. Brooks Attorney-in-Fact	02/17/2005
	** 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).
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