Edgar Filing: COGENT COMMUNICATIONS GROUP INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Cisco Systems Capital CORP

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2002

3. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS GROUP INC [COI]

(Last)

(First)

(Middle)

170 WEST TASMAN DR.

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

(Street)

SAN JOSE,Â CAÂ 95134-1706

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Subscription Warrant (Right to Buy)	Â ⁽¹⁾	06/08/2009	Common Stock	74,250 ⁽²⁾	$ 45.5 ⁽²⁾	D ⁽³⁾	Â
Common Stock Subscription Warrant (Right to Buy)	Â ⁽¹⁾	06/08/2009	Common Stock	74,250 ⁽²⁾	$ 45.5 ⁽²⁾	I	By Cisco ⁽³⁾
Common Stock Subscription Warrant (Right to Buy)	Â ⁽¹⁾	10/24/2009	Common Stock	148,500 ⁽²⁾	$ 30.4 ⁽²⁾	D ⁽³⁾	Â
Common Stock Subscription Warrant (Right to Buy)	Â ⁽¹⁾	10/24/2009	Common Stock	148,500 ⁽²⁾	$ 30.4 ⁽²⁾	I	By Cisco ⁽³⁾
Common Stock Subscription Warrant (Right to Buy)	Â ⁽¹⁾	10/24/2009	Common Stock	487,465 ⁽²⁾	$ 12.5 ⁽²⁾	D ⁽³⁾	Â
Common Stock Subscription Warrant (Right to Buy)	Â ⁽¹⁾	10/24/2009	Common Stock	487,465 ⁽²⁾	$ 12.5 ⁽²⁾	I	By Cisco ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cisco Systems Capital CORP 170 WEST TASMAN DR. SAN JOSE,Â CAÂ 95134-1706	Â	Â X	Â	Â
CISCO SYSTEMS INC 170 WEST TASMAN DR SAN JOSE,Â CAÂ 95134-1706	Â	Â X	Â	Â

Signatures

/s/ David Rogan, President, CISCO SYSTEMS CAPITAL CORPORATION		02/17/2005
^**Signature of Reporting Person		Date
/s/ Dennis Powell, Senior Vice President and Chief Financial Officer, CISCO SYSTEMS, INC.		02/17/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Immediately exercisable.
(2)	Number of shares and exercise price adjusted to reflect a 10-for-1 reverse stock split effected by the Issuer on January 31, 2002.
(3)	Cisco Systems Capital Corporation ("Cisco Capital") directly holds the reported securities. Cisco Systems, Inc. ("Cisco") is the sole shareholder of Cisco Capital and as such may be deemed to be an indirect beneficial holder of the reported securities. Except to the extent of any indirect pecuniary interest therein, Cisco disclaims beneficial ownership of the securities held by Cisco Capital.
Â Remarks: AÂ COPYÂ OFÂ THEÂ JOINTÂ FILINGÂ AGREEMENTÂ DATEDÂ FEBRUARYÂ 17,Â 2005Â BETWEENÂ THEÂ REPORTINGÂ PERSONSÂ ANDÂ RELATINGÂ TOÂ THEÂ SECURITIESÂ OFÂ ISSUERÂ ISÂ ATTACHEDÂ ASÂ EXHIBITÂ AÂ TOÂ THEÂ SCHEDULEÂ 13DÂ ONÂ FILEÂ WITHÂ THEÂ U.S.Â SECURITIESÂ &Â EXCHANGEÂ COMMISSION.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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