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^*

LAMPE STEVEN

(Last)

(First)

(Middle)

C/O LAMPE, CONWAY & CO., LLC

680 FIFTH AVENUE, SUITE 1202

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLOBIX CORP [ GBXX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2005

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⁽¹⁾	03/07/2005		J		3,226,815	A	⁽¹⁾	4,446,632	I	See Footnote⁽²⁾
Common Stock⁽³⁾	03/07/2005		P		454,545	A	⁽³⁾	4,901,177	I	See Footnote⁽²⁾

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)
Employee Stock Option (Right to Buy)⁽⁴⁾	$0.21	03/07/2005		M		5,075		03/07/2005	01/01/2013	Common Stock	5,075	⁽⁴⁾	5,075	D
Employee Stock Option (Right to Buy)⁽⁴⁾	$0.24	03/07/2005		M		4,427		03/07/2005	01/01/2014	Common Stock	4,427	⁽⁴⁾	9,502	D
Convertible Preferred⁽⁵⁾	⁽⁶⁾	03/07/2005		M		452,639		03/07/2005	⁽⁶⁾	Common Stock	452,639	⁽⁵⁾	452,639	I	See Footnote⁽²⁾

Explanation of Responses:

1. Upon the closing of the merger of NEON Communications, Inc. ("NEON") and a subsidiary of Globix Corporation on March 7, 2005, each share of NEON common stock was converted into 1.2748 shares of Globix common stock.

2. The Reporting Person has voting and investment control over shares owned by LC Capital Master Fund, Ltd. ("LC Capital"), a company with which the Reporting Person is affiliated.

3. On March 7, 2005, LC Capital exchanged $1,250,000 in principal and interest on Globix's 11% Senior Notes for 454,545 shares of Globix common stock.

4. Upon the closing of the merger, each option to acquire NEON common stock became an option to purchase Globix common stock. The number of shares of Globix common stock issuable pursuant to a NEON stock option is equal to the number of shares of NEON common stock subject to the NEON stock option multiplied by 1.2748 and the exercise price per share of Globix common stock is equal to the exercise price per share of the NEON common stock subject to the NEON stock option divided by 1.2748.

5. Upon the closing of the merger, each share of NEON convertible preferred stock was converted into 2.08333 shares of Globix convertible preferred stock.

6. Each share of Globix convertible preferred stock is convertible into one share of Globix common stock.

	/s/ Steven Lampe by Bonnie Roe as Attorney in Fact	03/09/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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