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^*

Fugate J Robert

(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)

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

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	7,577⁽¹⁾	D

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	⁽²⁾	⁽³⁾	Common Stock	73,762	⁽⁴⁾	D
Series C Participating Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	2,062	⁽⁵⁾	D
Employee Stock Options (right to buy)	⁽⁶⁾	02/15/2012	Common Stock	172	$3.46	D
Employee Stock Options (right to buy)	⁽⁷⁾	11/01/2012	Common Stock	671,628	$1	D
Employee Stock Options (right to buy)	⁽⁸⁾	02/28/2013	Common Stock	15,882	$1	D
Employee Stock Options (right to buy)	⁽⁹⁾	12/23/2013	Common Stock	138,751	$1	D
Employee Stock Options (right to buy)	⁽¹⁰⁾	02/15/2015	Common Stock	210,000	$1	D

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. Immediately.

3. N/A.

4. 1-for-1.43

5. 1-for-1.10

6. 50% vested on 2/15/03; and 50% vested on 2/15/04.

7. 60% vested on 11/1/02; 25% vested on 11/1/03; and 15% vested on 11/1/04.

8. 25% annual vesting started on 2/28/04.

9. 25% annual vesting started on 12/23/04.

10. 25% annual vesting starting on 2/15/06.

	/s/ Fugate Robert	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.