Edgar Filing: BROOKS STEVEN D

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 ^*

BROOKS STEVEN D

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 BCP CAPITAL MANAGEMENT, ONE MARITIME PLAZA

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

(Street)

SAN FRANCISCO, CA 94111

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	02/15/2005		C		5,077,735	A	⁽¹⁾	5,180,800	I	see note ⁽²⁾
common stock	02/15/2005		C		36,842,661	A	⁽¹⁾	37,588,568	I	see note ⁽³⁾
common stock	02/15/2005		C		541,241	A	⁽¹⁾	560,094	I	see note ⁽⁴⁾
common stock								1,184	I	see note ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 G-11 Convertible Preferred Stock

⁽⁶⁾

02/15/2005

657

⁽⁸⁾

⁽⁹⁾

common stock

3,844,010

$ 1,000

see note ⁽²⁾

Series G-11 Convertible Preferred Stock

⁽⁶⁾

02/15/2005

4,751

⁽⁸⁾

⁽⁹⁾

common stock

27,797,405

$ 1,000

see note ⁽³⁾

Series G-12 Convertible Preferred Stock

⁽⁷⁾

02/15/2005

⁽⁸⁾

⁽⁹⁾

common stock

541,241

$ 1,000

see note ⁽⁴⁾

Series I Convertible Preferred Stock

⁽¹⁰⁾

02/15/2005

⁽⁸⁾

⁽⁹⁾

common stock

117,792

$ 1,000

see note ⁽²⁾

Series I Convertible Preferred Stock

⁽¹⁰⁾

02/15/2005

139

⁽⁸⁾

⁽⁹⁾

common stock

861,748

$ 1,000

see note ⁽³⁾

Series J Convertible Preferred Stock

⁽¹¹⁾

02/15/2005

⁽⁸⁾

⁽⁹⁾

common stock

743,955

$ 5,000

see note ⁽²⁾

Series J Convertible Preferred Stock

⁽¹¹⁾

02/15/2005

176

⁽⁸⁾

⁽⁹⁾

common stock

5,455,672

$ 5,000

see note ⁽³⁾

Series M Convertible Preferred Stock

⁽¹²⁾

02/15/2005

⁽⁸⁾

⁽⁹⁾

common stock

371,978

$ 5,000

see note ⁽²⁾

Series M Convertible Preferred Stock

⁽¹²⁾

02/15/2005

⁽⁸⁾

⁽⁹⁾

common stock

2,727,836

$ 5,000

see note ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROOKS STEVEN D C/O BCP CAPITAL MANAGEMENT ONE MARITIME PLAZA SAN FRANCISCO, CA 94111	X	X
BCP CAPITAL QPF, L.P. ONE MARITIME PLAZA #2525 SAN FRANCISCO, CA 94111		X
BCP CAPITAL, L.P. ONE MARITIME PLAZA #2525 SAN FRANCISCO, CA 94111		X
BCP AFFILIATES FUND LLC ONE MARITIME PLAZA #2525 SAN FRANCISCO, CA 941111		X
BCP GENERAL LLC ONE MARITIME PLAZA #2525 SAN FRANCISCO, CA 94111		X
BROADVIEW BCPSBS FUND LP 1345 AV OF THE AMERICAS 20TH FL NEW YORK, NY 10105		X
BCI HOLDINGS LP 1345 AV OF THE AMERICAS 20TH FL NEW YORK, NY 10105		X
BV HOLDINGS LLP 1345 AV OF THE AMERICAS 20TH FL NEW YORK, NY 10105		X
BACHMANN STEPHEN J C/O BCO CAPITAL MANAGEMENT ONE MARITIME PLAZA SAN FRANCISCO, CA 94111		X
DENINGER PAUL F C/O NETEGRITY INC 201 JONES RD WALTHAM, MA 02451		X

Signatures

BCP Capital L.P., By: BCP General LLC Its: General Partner By: /s/ Steven D. Brooks Steven D. Brooks Managing Director		02/17/2005
^**Signature of Reporting Person		Date
BCP Capital QPF, L.P. By: BCP General LLC Its: General Partner By: /s/Steven D. Brooks Steven D. Brooks Managing Director		02/17/2005
^**Signature of Reporting Person		Date
BCP Affiliates Fund LLC By: BCP Capital Management LLC Its: Manager By: /s/ Steven D. Brooks Steven D. Brooks Managing Director		02/17/2005
^**Signature of Reporting Person		Date
BCP General LLC By: /s/ Steven D. Brooks Steven D. Brooks Managing Director		02/17/2005
^**Signature of Reporting Person		Date
BCI Holdings, L.P. By: BV Holdings LLP Its: General Partner By: /s/ Steven D. Brooks Steven D. Brooks Attorney-in-Fact		02/17/2005
^**Signature of Reporting Person		Date
BV Holdings LLP By: /s/ Steven D. Brooks Steven D. Brooks Attorney-in-Fact		02/17/2005
^**Signature of Reporting Person		Date
/s/ Steven D. Brooks		02/17/2005
^**Signature of Reporting Person		Date
/s/ Steven D. Brooks Stephen J. Bachmann By: Steven D. Brooks Attorney-in-Fact		02/17/2005
^**Signature of Reporting Person		Date
/s/ Steven D. Brooks Paul F. Deninger By: Steven D. Brooks Attorney-in-Fact		02/17/2005
^**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 Person upon conversion of the Series G-11 Preferred Stock, Series G-12 Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series M Preferred Stock held by such Reporting Person as reported on Table II. The conversion price for the Series G-11 Preferred Stock, Series G-12 Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series M Preferred Stock was approximately $0.1709, $0.1699, $0.1613, $0.1613 and $0.1613, respectively.
(2)	Represents shares directly owned by BCP Capital, L.P. ("BCP Cap").
(3)	Represents shares directly owned by BCP Capital QPF, L.P. ("BCP QPF").
(4)	Represents shares directly owned by BCP Affiliates Fund LLC ("BCP Affiliates").
(5)	Represents shares directly owned by BCP BCPSBS Fund L.P.
(6)	Each share of Series G-11 Participating convertible Preferred Stock, par value $0.001 per share, was converted into approximately 5,850.85367 shares of common stock.
(7)	Each share of Series G-12 Participating convertible Preferred Stock, par value $0.001 per share, was converted into approximately 5,883.06514 shares of common stock.
(8)	The preferred securities are immediately convertible.
(9)	The conversion feature continues indefinitely.
(10)	Each share of Series I Participating Convertible Preferred Stock, par value $0.001 per share, was converted into 6,199.628 shares of common stock.
(11)	Each share of Series J Participating Convertible Preferred Stock, par value $0.001 per share, was converted into 30,998.15 shares of common stock.
(12)	Each share of Series M Participating Convertible Preferred Stock, par value $0.001 per share, was converted into 30,998.15 shares of common stock.
Remarks: Steven D. Brooks is a Director of Cogent Communications Group, Inc. Mr. Brooks is a Manager of BCP General LLC ("BCPG"), the General Partner of BCP Capital L.P. and BCP Capital QPF, L.P. and a Manager of BCP Capital Management LLC, the Manager of BCP Capital L.P., BCP Capital QPF, L.P. and BCP Affiliates Fund LLC. Paul F. Deninger is the Chief Executive Officer of BV Holdings LLP, the General Partner of BCI Holdings L.P., which is a Member of BCPG, the Manager of Broadview BCPSBS Fund LLC, and the General Partner of Broadview BCPSBS Fund L.P. Messrs' Brooks, Deninger and Stephen J. Bachmann are Members of the Investment Committee of BCPG. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

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