X0303 4/A 2008-09-08 2008-09-10 0001043533 ABOVENET INC ABVT 0001209170 EMBLER MICHAEL J C/O ABOVENET, INC. 360 HAMILTON AVENUE WHITE PLAINS NY 10601 1 0 0 0 Common Stock 2008-09-08 4 A 0 1000 0 A 356 D Stock Option (Right to Buy) 30.00 2008-09-08 4 A 0 2000 0 A 2009-09-08 2018-09-08 Common Stock 2000 712 D These shares represent Stock Units which have been granted pursuant to the terms of a Stock Unit Agreement under the Issuer's 2008 Equity Incentive Plan. Each Stock Unit represents the right to receive one share of the Issuer's Common Stock. The Stock Units vested on September 8, 2009 and the shares underlying the Stock Units were delivered on November 16, 2009. On August 3, 2009, the Issuer declared a two-for-one stock split effected in the form of a 100% stock dividend that was distributed on September 3, 2009. The 500 shares reported in the Form 4 to which this amendment relates (the "Original Form 4") have been adjusted to reflect this stock split. At the time that the Original Form 4 was filed, the Reporting Person was Senior Vice President of Franklin Mutual Advisers, LLC ("FMA"). Advisory clients of FMA were the beneficial owners of all reported securities and the Reporting Person disclaimed beneficial ownership of all such securities. In accordance with FMA's internal policy, all cash and non-cash compensation issued to the Reporting Person in connection with his service on the Issuer's Board of Directors was to be distributed directly to such advisory clients when such cash or non-cash compensation (including any cash proceeds from non-cash compensation) became available. Under the advisory contracts with FMA, FMA retained sole voting and investment discretion over these securities. As of May 1, 2009, the Reporting Person was no longer employed by FMA. In connection with the termination of the Reporting Person's employment with FMA, the Reporting Person was not required to distribute all of the shares underlying the Stock Units and, upon exercise, will not be required to distribute all of the shares underlying the Stock Options, reported on the Original Form 4. Accordingly, the Original Form 4 is being amended to reflect that the Reporting Person is the beneficial owner of 356 shares that had been underlying the Stock Units (the other 644 shares having previously been transferred to FMA) and 712 shares underlying such Stock Options. The Reporting Person disclaims beneficial ownership of the other 1,288 shares underlying the Stock Options. This stock option was previously reported as covering 1,000 shares with an exercise price of $60.00 per share, but was adjusted to reflect the stock split referred to in footnote (1) above. The transactions reported in the Original Form 4 were based on the state of facts known at such time. The amendments set forth herein, as described above, make corrections based on subsequent changes and reflect the beneficial ownership of the Reporting Person as of September 8, 2008 as if such changed facts had been known at that time. /s/Michael J. Embler 2010-02-03