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 *
WEINGARTEN TIM
   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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
435 TASSO STREET, SUITE 120		 3. Date of Earliest Transaction (Month/Day/Year)
06/07/2006
(Street)

PALO ALTO, CA 94301		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock 06/06/2006   S   333,971 D $ 8.5275 1,424,696 I See footnote (1)
Common Stock 06/06/2006   S   82,315 D $ 8.5275 351,149 I See footnote (2)
Common Stock 06/06/2006   S   7,380 D $ 8.5275 31,485 I See footnote (3)
Common Stock 06/06/2006   S   18,345 D $ 8.5275 78,260 I See footnote (4)
Common Stock 06/06/2006   S   183,615 D $ 8.5275 783,291 I See footnote (5)
Common Stock 06/06/2006   S   1,530 D $ 8.5275 6,526 I See footnote (6)
Common Stock 06/06/2006   S   29,945 D $ 8.5275 127,745 I See footnote (7)
Common Stock               3,750 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WEINGARTEN TIM
435 TASSO STREET
SUITE 120
PALO ALTO, CA 94301		   X      

Signatures

 Tim Weingarten   06/08/2006
**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) Shares are held direclty by Worldview Technology Partners III, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.
(2) Shares are held direclty by Worldview Technology International III, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.
(3) Shares are held direclty by Worldview Strategic Partners III, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.
(4) Shares are held direclty by Worldview III Carrier Fund, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.
(5) Shares are held direclty by Worldview Technology Partners IV, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.
(6) Shares are held direclty by Worldview Strategic Partners IV, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.
(7) Shares are held direclty by Worldview Technology International IV, L.P. Tim Weingarten, the Reporting Person, is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. (the ultimate general partner of the aforementioned limited partnership), and may be deemed an indirect beneficial owner of those shares directly held by such partnership, but disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.

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