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^*

MARGALIT EREL N

(Last)

(First)

(Middle)

7 WEST 22ND STREET

7TH FLOOR

(Street)

NEW YORK

10010

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2007

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	01/11/2007		S		19,928	D	$18.3423	959,437	I	See footnote⁽¹⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		39,858	D	$19.5078	919,579	I	See footnote⁽¹⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		1,532	D	$18.3423	73,754	I	See footnote⁽²⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		3,064	D	$19.5078	70,690	I	See footnote⁽²⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		559	D	$18.3423	26,887	I	See footnote⁽³⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		1,117	D	$19.5078	25,770	I	See footnote⁽³⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		26,864	D	$18.3423	1,293,286	I	See footnote⁽⁴⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		53,727	D	$19.5078	1,239,559	I	See footnote⁽⁴⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		228	D	$18.3423	10,982	I	See footnote⁽⁵⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		456	D	$19.5078	10,526	I	See footnote⁽⁵⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		241	D	$18.3423	11,600	I	See footnote⁽⁶⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		482	D	$19.5078	11,118	I	See footnote⁽⁶⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		648	D	$18.3423	31,209	I	See footnote⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/11/2007		S		1,296	D	$19.5078	29,913	I	See footnote⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2007		S		59,787	D	$20.3483	859,792	I	See footnote⁽¹⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2007		S		4,596	D	$20.3483	66,094	I	See footnote⁽²⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2007		S		1,676	D	$20.3483	24,094	I	See footnote⁽³⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2007		S		80,590	D	$20.3483	1,158,969	I	See footnote⁽⁴⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2007		S		684	D	$20.3483	9,842	I	See footnote⁽⁵⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2007		S		723	D	$20.3483	10,395	I	See footnote⁽⁶⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2007		S		1,944	D	$20.3483	27,969	I	See footnote⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								12,150	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)

Explanation of Responses:

1. Shares are held directly by Jerusalem Venture Partners III, L.P.

2. Shares are held directly by Jerusalem Venture Partners Entrepreneur Fund III, L.P.

3. Shares are held directly by Jerusalem Venture Partners (Israel) III, L.P.

4. Shares are held directly by Jerusalem Venture Partners IV, L.P.

5. Shares are held directly by Jerusalem Venture Partners IV-A, L.P.

6. Shares are held directly by Jerusalem Venture Partners Entrepreneurs Fund IV, L.P.

7. Shares are held directly by Jerusalem Venture Partners (Israel) IV, L.P.

8. Erel N. Margalit, the Reporting Person, is a director of the Issuer and an officer of JVP Corp. IV, Jerusalem Venture Partners Corporation and Jerusalem Venture Partners III (Israel) Management Company, Ltd. (the ultimate general partner of the limited partnerships mentioned hereunder), and may be deemed the indirect beneficial owner of those shares held directly by each such limited partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.

9. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the partnerships on November 9, 2006.

	/s/ Erel N. Margalit	01/16/2007
	** 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).
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