Edgar Filing: COGENT COMMUNICATIONS GROUP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BERTRAND JEAN JACQUES

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O BNP PRIVATE EQUITY SA, 32 BOULEVARD HAUSSMANN

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

(Street)

PARIS FRANCE, I0 75009

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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, Par value $0.001 per share	02/15/2005		C		80,905,146.69	A	⁽¹⁾	80,905,146.69	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock, Par value $0.001 per share	02/15/2005		C		4,649,721.02	A	⁽¹⁾	4,649,721.02	I	See footnotes ⁽³⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series I Partic Conv Pref Stock par value $0.001 per share

⁽⁶⁾

02/15/2005

1,227.5

⁽²⁾

common stock

7,610,043.4

⁽⁶⁾

See footnotes ⁽³⁾ ⁽⁴⁾

Series I Partic Conv Pref Stock par value $0.001 per share

⁽⁶⁾

02/15/2005

198.885

⁽²⁾

common stock

1,233,013.02

⁽⁶⁾

See footnotes ⁽³⁾ ⁽⁵⁾

Series J Partic Conv Pref Stock par value $0.001 per share

⁽⁷⁾

02/15/2005

2,154.5

⁽²⁾

common stock

66,785,492.87

⁽⁷⁾

See footnotes ⁽³⁾ ⁽⁴⁾

Series J Partic Conv Pref Stock par value $0.001 per share

⁽⁷⁾

02/15/2005

60.233

⁽²⁾

common stock

1,866,800.99

⁽⁷⁾

See footnotes ⁽³⁾ ⁽⁵⁾

Series M Partic Conv Pref Stock par value $0.001 per share

⁽⁸⁾

02/15/2005

210

⁽³⁾

common stock

6,509,609.42

⁽⁸⁾

See footnotes ⁽³⁾ ⁽⁴⁾

Series M Partic Conv Pref Stock par value $0.001 per share

⁽⁸⁾

02/15/2005

⁽²⁾

common stock

1,549,907.01

⁽⁸⁾

See footnotes ⁽³⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BERTRAND JEAN JACQUES C/O BNP PRIVATE EQUITY SA 32 BOULEVARD HAUSSMANN PARIS FRANCE, I0 75009	X	X
BNP EUROPE TE LECOM & MEDIA FUND II LP 11 DR. ROY'S DRIVE P.O.BOX 694 GT GRAND CAYMAN, E9 00000		X
General Business Finance & Investments, Ltd. UGLAND HOUSE, SOUTH CHURCH STREET P.O. BOX 309 GT GRAND CAYMAN, E9 00000		X

Signatures

/s/ Jean-Jacques Bertrand		02/18/2005
^**Signature of Reporting Person		Date
/s/ Shawna Morehouse, Authorized Signatory, BNP Europe Telecom & Media Fund II, LP		02/18/2005
^**Signature of Reporting Person		Date
/s/ Shawna Morehouse, Authorized Signatory, General Business Finance & Investments Ltd.		02/18/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the number of shares of Common Stock issued to such Reporting Persons upon conversion of the Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), the Series J Participating Convertible Preferred Stock (the "Series J Preferred Stock") and the Series M Participating Convertible Preferred Stock (the "Series M Preferred Stock") held by such Reporting Persons as reported in Table II.
(2)	The preferred securities will become convertible upon the occurrence of certain events. The conversion feature of the preferred securities continues indefinitely.
(3)	Jean-Jacques Bertrand is a Director of Cogent Communications Group Inc. ("Cogent"). Mr. Bertrand is a member of the Board of Directors of BNP Private Equity SAS ("BNP PE"), the management company and general partner of Natio Vie Developpement 3, Fonds Commun de Placement a Risque ("NVD3"). Mr. Bertrand is a director and one of the shareholders of General Business Finance and Investments Ltd., the general partner of BNP Europe Telecom & Media Fund II, LP ("BNP ETMF"). BNP PE also has an advisory role with BNP ETMF as an investment advisor; however, BNP PE does not have beneficial ownership of any securities of BNP ETMF and does not have voting or dispositive power over shares held by BNP ETMF.
(4)	Represents securities held by BNP ETMF, and Jean-Jaques Bertrand disclaims beneficial ownership of the securities held by the foregoing entity except to the extent of any indirect pecuniary interest in such entity.
(5)	Represents securities held by NVD3, and Jean-Jaques Bertrand disclaims beneficial ownership of the securities held by the foregoing entity except to the extent of any indirect pecuniary interest in such entity.
(6)	Each share of Series I Preferred Stock was converted into approximately 6,199.628022 shares of Common Stock.
(7)	Each share of Series J Preferred Stock was converted into approximately 30,998.140112 shares of Common Stock.
(8)	Each share of Series M Preferred Stock was converted into approximately 30,998.140112 shares of Common Stock.

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