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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS GROUP INC [ COI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/10/2003 | J(2) | 1,225,000 | D | (4) | 1,655,424(4)(6) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option/right to buy(1) | $2 | 10/10/2003 | J(2) | 478,700 | 12/01/2003 | 12/01/2011 | Common Stock | 478,700 | $0 | 0 | D | ||||
Series H Convertible Preferred Stock | $0(3) | 10/10/2003 | J(2) | 37,801 | 10/10/2003(4) | (4) | Common Stock | 29,077,692 | (5) | 37,801 | 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. Schaeffer elected to exchange all of his unexercised stock option grants and 1,225,000 shares of common stock owned directly by him for 37,801 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. |
6. This amount includes 135,000 shares that are held by Mr. Schaeffer's Descendant's Trust, as reported on his Form 3. Mr. Schaeffer disclaims beneficial ownership of such shares. |
David Schaeffer | 10/14/2003 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |