X0305 4 2012-04-19 0 0001158324 COGENT COMMUNICATIONS GROUP INC CCOI 0001166976 SCHAEFFER DAVE 1015 31ST ST., NW WASHINGTON DC 20007 1 1 0 0 Chairman, President & CEO common stock 2012-04-19 4 A 0 460000 0 A 3212471 D On April 19, 2012 the board of directors made an award of 360,000 shares of restricted stock to Mr. Schaeffer. A block of 50,000 shares will vest on May 1, 2013 and 10,000 shares will vest on the first day of each month thereafter until fully vested on December 1, 2015. An additional award to Mr. Schaeffer of 100,000 shares will cliff vest on December 31, 2015. The stock will fully vest on an earlier date if a change of control occurs. A portion of these securities is not vested or is subject to forfeiture under certain circumstances. This amount includes 6,750 shares that are held by Mr. Schaeffer's Descendant's Trust. Mr. Schaeffer disclaims beneficial ownership of such shares. David Schaeffer 2012-04-20