LEE HELEN HEYOUNG 4

4 · COGENT COMMUNICATIONS GROUP INC · Filed Oct 14, 2003

Form 4

Period: 2003-10-10

DirectorChief Financial Officer

Transactions

Other
Option/right to buy
2003-10-10−1,600→ 0 total
Exercise: $0.10From: 2001-02-08Exp: 2010-02-08→ Common Stock (1,600 underlying)
Other
Common Stock
2003-10-10−800→ 0 total
Other
Option/right to buy
2003-10-10−100,000→ 0 total
Exercise: $2.00From: 2001-12-01Exp: 2011-12-01→ Common Stock (100,000 underlying)
Other
Series H Convertible Preferred Stock
2003-10-10+5,401→ 5,401 total
Exercise: $0.00From: 2003-10-10→ Common Stock (4,154,615 underlying)
Other
Option/right to buy
2003-10-10−41,666→ 0 total
Exercise: $15.00From: 2000-11-10Exp: 2010-11-20→ Common Stock (41,666 underlying)

Footnotes (5)

[F1]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").
[F2]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).
[F3]Each share of Series H Convertible Preferred Stock is convertible into 769.2307692 shares of common stock.
[F4]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.
[F5]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.

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