Sec Form 4 Filing - WEI JAMES @ COGENT COMMUNICATIONS GROUP INC - 2005-02-15

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 WEI JAMES 2. Issuer Name and Ticker or Trading Symbol COGENT COMMUNICATIONS GROUP INC [ COI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WORLDVIEW TECHNOLOGY PARTNERS, 435 TASSO ST., SUITE 120 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2005 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 02/15/2005 C 33,879,063 A 35,173,362 D ( 2 ) Common Stock 02/15/2005 C 8,350,270 A 8,669,304 D ( 3 ) Common Stock 02/15/2005 C 748,645 A 777,324 D ( 4 ) Common Stock 02/15/2005 C 1,900,406 A 1,932,131 D ( 5 )

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 Series G Participating Convertible Preferred Stock ( 1 ) 02/15/2005 C 5,883 ( 1 ) ( 1 ) Common Stock 33,879,063 ( 1 ) 0 D ( 2 ) Series G Participating Convertible Preferred Stock ( 1 ) 02/15/2005 C 1,450 ( 1 ) ( 1 ) Common Stock 8,350,270 ( 1 ) 0 D ( 3 ) Series G Participating Convertible Preferred Stock ( 1 ) 02/15/2005 C 130 ( 1 ) ( 1 ) Common Stock 748,645 ( 1 ) 0 D ( 4 ) Series G Participating Convertible Preferred Stock ( 1 ) 02/15/2005 C 330 ( 1 ) ( 1 ) Common Stock 1,900,406 ( 1 ) 0 D ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEI JAMES C/O WORLDVIEW TECHNOLOGY PARTNERS 435 TASSO ST., SUITE 120 PALO ALTO, CA94301 X WEINGARTEN TIM 435 TASSO STREET SUITE 120 PALO ALTO, CA94301 Director and 10% Owner WORLDVIEW TECHNOLOGY PARTNERS III LP 435 TASSO ST., STE. 120 PALO ALTO, CA94301 X Signatures James Wei 02/15/2005 Signature of Reporting Person Date Tim Weingarten 02/15/2005 Signature of Reporting Person Date Worldview Technology Partners III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member 02/15/2005 Signature of Reporting Person Date Worldview Technology International III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member 02/15/2005 Signature of Reporting Person Date Worldview Strategic Partners III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member 02/15/2005 Signature of Reporting Person Date Worldview Equity I, L.L.C., by James Wei, a Managing Member 02/15/2005 Signature of Reporting Person Date Worldview Capital III, L.P., by Worldview Equity I, L.L.C., by James Wei, a Managing Member 02/15/2005 Signature of Reporting Person Date Worldview III Carrier Fund, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member 02/15/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Series G Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. ( 2 )Shares are directly owned by Worldview Technology Partners III, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview Technology Partners III, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein ( 3 )Shares are directly owned by Worldview Technology International III, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview Technology International III, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein. ( 4 )Shares are directly owned by Worldview Strategic Partners III, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview Strategic Partners III, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein. ( 5 )Shares are directly owned by Worldview III Carrier Fund, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview III Carrier Fund, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein. ( 6 )Converted into Common Stock pursuant to the Conversion and Lock-Up Letter Agreement.

Remarks: James Wei, the Designated Filer, is a Managing Member of Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P. Tim Weingarten is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. Worldview Capital III, L.P. is the general partner of Worldview Technology Partners III, L.P., Worldview Technology International III, L.P.,Worldview Strategic Partners III, L.P. and Worldview III Carrier Fund, L.P. 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 securities for purposes of Section 16 or for any other purpose.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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