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^*

BEURY ROBERT N JR

(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)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2005

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	02/15/2005		C		479,230⁽¹⁾	A	$0	479,230	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)
Series H Convertible Preferred Stock⁽¹⁾	$0	02/15/2005⁽¹⁾		C⁽¹⁾			623⁽¹⁾	10/10/2003⁽¹⁾	⁽¹⁾	common stock	479,230	$0	0⁽¹⁾	D
Options to purchase Series H Convertible Preferred Stock⁽²⁾	$0.01	02/15/2005⁽²⁾		C⁽²⁾			246⁽²⁾	06/01/2005⁽²⁾	09/08/2014	common stock	189,231	$0	0⁽²⁾	D
Options to purchase Series H Convertible Preferred Stock⁽³⁾	$0.01	02/15/2005⁽³⁾		C⁽³⁾			104⁽³⁾	06/01/2005⁽³⁾	09/08/2014	common stock	79,999	$0	0⁽³⁾	I	Option owned by Mr. Beury's minor children⁽³⁾
Option to purchase common stock⁽²⁾	$0	02/15/2005⁽²⁾		C⁽²⁾		189,231⁽²⁾		06/01/2005⁽²⁾⁽³⁾	09/08/2014	common stock	189,231	$0	189,231⁽²⁾	D
Option to purchase common stock⁽³⁾	$0	02/15/2005⁽³⁾		C⁽³⁾		79,999⁽³⁾		06/01/2005⁽³⁾	09/08/2014	common stock	79,999	$0	79,999⁽³⁾	I	Option is owned by Mr. Beury's minor children⁽³⁾

Explanation of Responses:

1. On February 15, 2005 Mr. Beury's 623 shares of Series H Convertible Preferred Stock were converted by action of the stockholders into 479,230 shares of common stock at a rate of 769.2307692 shares of common for each share of Series H Preferred Stock. The common stock is subject to the same vesting provisions applicable to the original Series H Preferred Stock.

2. On February 15, 2005 Mr. Beury's option to acquire 246 shares of Series H Convertible Preferred Stock were converted by action of the stockholders into an option to acquire 189,231 shares of common stock at a rate of 769.2307692 shares of common for each share of Series H Preferred Stock. The common stock is subject to the same vesting provisions applicable to the original option to acquire Series H Preferred Stock; the 246 Series H Preferred Shares are a portion of an original grant of 350 Series H Preferred Shares originally granted on September 8, 2004. Mr. Beury has given the first vested portion of the original grant to his minor children.

3. On February 15, 2005 an option to acquire 104 shares of Series H Convertible Preferred Stock that was owned by Mr. Beury's children was converted by action of the stockholders into an option to acquire 79,999 shares of common stock at a rate of 769.2307692 shares of common for each share of Series H Preferred Stock. The following are the vesting provisions applicable to the original option to acquire 350 shares of Series H Preferred Stock originally granted to Mr. Beury on September 8, 2004: 25% of the option will vest on June 1, 2005 and monthly thereafter in 1/48th incerements over the following 36 months until fully vested at the end of four years; vesting will accelerate under certain circumstances. The Company will vest these options gifted by Mr. Beury in priority to his remaining portion of the September 8, 2004 original grant.

	Robet N. Beury, Jr.	02/15/2005
	** 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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