X0202 4 2006-07-19 0001043533 ABOVENET INC ABVT.PK 0001161534 LEES WILLIAM I JR C/O ABOVENET, INC. 360 HAMILTON AVENUE WHITE PLAINS NY 10601 0 1 0 0 VP & Chief Accounting Officer Common Stock 2006-07-19 4 A 0 12000 0 A 12000 D Stock Option (right to buy) 48.50 2006-07-19 4 A 0 7500 0 A 2016-07-19 Common Stock 7500 7500 D These shares represent stock units which have been granted under the Issuer's Management Incentive Plan (the "Incentive Plan") pursuant to the terms of a Stock Unit Agreement between the Reporting Person and the Issuer. Each unit represents the right to receive one share of the Issuer's Common Stock and vests as to 3,000 shares on each of July 19, 2007, July 19, 2008, July 19, 2009 and July 19, 2010. This option was granted under the Issuer's Incentive Plan pursuant to the terms of a Stock Option Agreement between the Reporting Person and the Issuer. The option vests and becomes exercisable as to 2,500 shares on each of July 19, 2007, July 19, 2008 and July 19, 2009. /s/William I. Lees, Jr. 2006-07-20