X0202 4 2005-02-15 0 0001158324 COGENT COMMUNICATIONS GROUP INC COI 0001166978 WEED THADDEUS GERARD 1015 31ST ST., NW WASHINGTON DC 20007 0 1 0 0 VP, CFO Common Stock 2005-02-15 4 C 0 479230 A 479230 D Series H Convertible Preferred Stock 0 2005-02-15 4 C 0 623 0 D 2003-10-10 Common Stock 479230 0 D Option to purchase Series H Convertible Preferred Stock 0.01 2005-02-15 4 C 0 350 0 D 2005-06-01 2014-09-08 common stock 269230 0 D Option to purchase common stock 0 2005-02-15 4 C 0 269230 0 A 2005-06-01 2014-09-08 common stock 269230 269230 D On February 15, 2005 Mr. Weed's 623 shares of Series H Convertible Preferred Stock were converted by action of the stockholders into 479,230 shares of common stock at a rate of 769.2307692 shares of common stock for each share of Series H Preferred Stock. The common stock is subject to the same vesting provisions applicable to the original Series H Preferred Stock. On February 15, 2005 Mr. Weed's option to acquire 350 shares of Series H Convertible Preferred Stock was converted by action of the stockholders into 269,230 shares of common stock at a rate of 769.2307692 shares of common stock for each share of Series H Preferred Stock. The common stock is subject to the same vesting provisions applicable to the original option to acquire Series H Preferred Stock: 25% of the option will vest on June 1, 2005 and monthly thereafter in 1/48th increments over the following 36 months until fully vested at the end of four years; vesting will accelerate under certain circumstances. Thaddeus "Tad" Weed 2005-02-15