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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

GRISSOM DOUGLAS C

(Last)

(First)

(Middle)

C/O CBEYOND COMMUNICATIONS, INC.

320 INTERSTATE NORTH PARKWAY, SUITE 300

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2005

3. Issuer Name and Ticker or Trading Symbol
CBEYOND COMMUNICATIONS INC [ CBEY ]

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

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

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	153,068⁽¹⁾	I	See Footnote⁽²⁾

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 B Participating Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	21,473,576	⁽⁵⁾	I	See Footnote⁽⁶⁾
Series C Participating Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	814,692	⁽⁷⁾	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. The share amounts in this Form 3 do not reflect the anticipated 1-for-3.88 reverse stock split to be effected in connection with the Issuer's initial public offering.

2. Of the 153,068 shares: 149,524 shares are owned by Madison Dearborn Capital Partners III, L.P.; 3,320 shares are owned by Madison Dearborn Special Equity III, LP; and 224 shares are owned by Special Advisors Fund I, LLC. Madison Dearborn Partners III, L.P. ("MDP III") is the general partner of Madison Dearborn Capital Partners III, L.P., Madison Dearborn Special Equity III, L.P. and Special Advisors Fund I, LLC. Madison Dearborn Partners, LLC ("MDP LLC") is the general partner of MDP III. Mr. Grissom is a Director of MDP LLC. Mr. Grissom disclaims beneficial ownership of the shares set forth herein, except to the extent of his pecuniary interest therein.

3. Immediately.

4. N/A.

5. 1-for-1.43.

6. Includes, on an as converted to common stock basis, 20,976,328 shares owned by Madison Dearborn Capital Partners III, L.P.; 465,764 shares owned by Madison Dearborn Special Equity III, LP; and 31,484 shares owned by Special Advisors Fund I, LLC. Madison Dearborn Partners III, L.P. ("MDP III") is the general partner of Madison Dearborn Capital Partners III, L.P., Madison Dearborn Special Equity III, L.P. and Special Advisors Fund I, LLC. Madison Dearborn Partners, LLC ("MDP LLC") is the general partner of MDP III. Mr. Grissom is a Director of MDP LLC. Mr. Grissom disclaims beneficial ownership of the shares set forth herein, except to the extent of his pecuniary interest therein.

7. 1-for-1.10.

8. Includes, on an as converted to common stock basis, 795,830 shares owned by Madison Dearborn Capital Partners III, L.P.; 17,669 shares owned by Madison Dearborn Special Equity III, LP; and 1,193 shares owned by Special Advisors Fund I, LLC. Madison Dearborn Partners III, L.P. ("MDP III") is the general partner of Madison Dearborn Capital Partners III, L.P., Madison Dearborn Special Equity III, L.P. and Special Advisors Fund I, LLC. Madison Dearborn Partners, LLC ("MDP LLC") is the general partner of MDP III. Mr. Grissom is a Director of MDP LLC. Mr. Grissom disclaims beneficial ownership of the shares set forth herein, except to the extent of his pecuniary interest therein.

	/s/ Grissom Douglas C.	10/27/2005
	** 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 5 (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.