SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WEINGARTEN TIM

(Last)

(First)

(Middle)

435 TASSO STREET

SUITE 120

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2003

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,294,299	I	See footnote.⁽¹⁾
Common Stock	319,034	I	See footnote.⁽²⁾
Common Stock	28,679	I	See footnote.⁽³⁾
Common Stock	31,725	I	See footnote.⁽⁴⁾
Common Stock	548,531	I	See footnote.⁽⁵⁾
Common Stock	89,115	I	See footnote.⁽⁶⁾
Common Stock	4,048	I	See footnote.⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series G Convertible Preferred Stock	⁽¹⁰⁾	⁽⁹⁾	Common Stock	33,880,197	⁽⁸⁾	I	See footnote.⁽¹⁾
Series G Convertible Preferred Stock	⁽¹⁰⁾	⁽⁹⁾	Common Stock	8,350,550	⁽⁸⁾	I	See footnote.⁽²⁾
Series G Convertible Preferred Stock	⁽¹⁰⁾	⁽⁹⁾	Common Stock	748,670	⁽⁸⁾	I	See footnote.⁽³⁾
Series G Convertible Preferred Stock	⁽¹⁰⁾	⁽⁹⁾	Common Stock	1,900,470	⁽⁸⁾	I	See footnote.⁽⁴⁾
Series G Convertible Preferred Stock	⁽¹⁰⁾	⁽⁹⁾	Common Stock	10,867,233	⁽⁸⁾	I	See footnote.⁽⁵⁾
Series G Convertible Preferred Stock	⁽¹⁰⁾	⁽⁹⁾	Common Stock	1,762,254	⁽⁸⁾	I	See footnote.⁽⁶⁾
Series G Convertible Preferred Stock	⁽¹⁰⁾	⁽⁹⁾	Common Stock	80,626	⁽⁸⁾	I	See footnote.⁽⁷⁾

Explanation of Responses:

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

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

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

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

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

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

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

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

9. The conversion feature continues indefinitely.

10. The Preferred securities are immediately convertible.

Remarks:

Tim Weingarten, the Reporting Person, is a director of the issuer and has certain voting rights in 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. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of the Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by the 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.

	Tim Weingarten	10/30/2003
	** Signature of Reporting Person	Date
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