Sec Form 4 Filing - LEE HELEN HEYOUNG @ COGENT COMMUNICATIONS GROUP INC - 2003-10-10

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 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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1. Name and Address of Reporting Person LEE HELEN HEYOUNG 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 X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) 1015 31ST ST., NW 3. Date of Earliest Transaction (MM/DD/YY) 10/10/2003 (Street) WASHINGTON, DC20007 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/10/2003 J( 4 ) 800 D $ 0 ( 4 ) 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Option/right to buy ( 1 ) $ 0.1 10/10/2003 J( 2 ) 1,600 02/08/2001 02/08/2010 Common Stock 1,600 $ 0 0 D Option/right to buy ( 1 ) $ 15 10/10/2003 J( 2 ) 41,666 11/10/2000 11/20/2010 Common Stock 41,666 $ 0 0 D Option/right to buy ( 1 ) $ 2 10/10/2003 J( 2 ) 100,000 12/01/2001 12/01/2011 Common Stock 100,000 $ 0 0 D Series H Convertible Preferred Stock $ 0 ( 3 ) 10/10/2003 J( 2 ) 5,401 10/10/2003( 4 ) ( 4 ) Common Stock 4,154,615 ( 5 ) 5,401 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEE HELEN HEYOUNG 1015 31ST ST., NW WASHINGTON, DC20007 X CFO Signatures H. Helen Lee 10/13/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options refer to unexercised rights to purchase common stock that were granted under the Amended and Restated Cogent Communications Group 2002 Equity Incentive Plan (the "Equity Incentive Plan"). ( 2 )Options disposed of were exchanged for restricted shares of Series H Preferred Stock acquired in connection with a tender offer by Cogent Communications Group, Inc. described in Schedule TO filed on September 11, 2003 and amended on October 2, 2003 (file No. 005-78106). ( 3 )Each share of Series H Convertible Preferred Stock is convertible into 769.2307692 shares of common stock. ( 4 )Effective October 10, 2003, Ms. Lee elected to exchange all of her unexercised stock option grants and the common stock then owned by her for 5,401 shares of Series H Convertible Preferred Stock, which are subject to certain vesting provisions. There is no expiration date on conversion of the Series H Convertible Preferred Stock into common stock. ( 5 )In consideration for restricted shares of Series H Convertible Preferred Stock, all rights to purchase common stock that were granted under the Equity Incentive Plan were exchanged.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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