DSL NET INC 4

4 · DSL NET INC · Filed Jan 23, 2004

Insider Transaction Report

Form 4

Period: 2004-01-21

DSL NET INCDSLN

MARVER JAMES D

Director10% Owner

Transactions

Other
Common Stock, $.0005 par value
2004-01-21−17,201,631→ 1,901,280 total(indirect: See Footnote)
Other
Common Stock, $.0005 par value
2004-01-21−6,589,196→ 602,398 total(indirect: See Footnote)
Purchase
Common Stock, $.0005 par value
2004-01-21+1,238,810→ 0 total
Conversion
Series X Preferred Stock
2004-01-21−3,208.2→ 7,485.8 total(indirect: See Footnote)
From: 2004-01-21Exp: 2004-01-21→ Common Stock (17,823,333 underlying)
Conversion
Series X Preferred Stock
2004-01-21−391.8→ 914.2 total(indirect: See Footnote)
From: 2004-01-21Exp: 2004-01-21→ Common Stock (2,176,667 underlying)
Conversion
Common Stock, $.0005 par value
2004-01-21$0.18/sh+17,823,333$3,208,200→ 0 total
Purchase
Common Stock, $.0005 par value
2004-01-21+463,366→ 0 total
Other
Common Stock, $.0005 par value
2004-01-21−6,580,483→ 724,884 total(indirect: See Footnote)
Conversion
Common Stock, $.0005 par value
2004-01-21$0.18/sh+2,176,667$391,800→ 0 total
Purchase
Common Stock, $.0005 par value
2004-01-21+151,289→ 0 total
Conversion
Series X Preferred Stock
2004-01-21−1,200→ 2,800 total(indirect: See Footnote)
From: 2004-01-21Exp: 2004-01-21→ Common Stock (6,666,667 underlying)
Conversion
Common Stock, $.0005 par value
2004-01-21$0.18/sh+6,666,667$1,200,000→ 0 total
Other
Common Stock, $.0005 par value
2004-01-21−1,714,392→ 353,557 total(indirect: See Footnote)

Holdings

Common Stock, $.0005 par value
(indirect: By Trust)
17,349
Common Stock, $.0005 par value
428,352

Footnotes (20)

[F1]Reflects 274,518 shares of common stock that were distributed in a pro rata distribution by VantagePoint Venture Partners III, L.P. ("VP III") on January 21, 2004 to the Reporting Person in his capacity as a limited partner of VP III.
[F10]Reflects 138,812 shares of the Common Stock held by VantagePoint Associates, L.L.C. and 463,586 shares of the Common Stock held by VP 1996.
[F11]The Reporting Person is a member of VantagePoint Associates, L.L.C., which is the general partner of VP 1996. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
[F12]VantagePoint Venture Partners III (Q), L.P. ("VP III (Q)") converted 3,208.2 shares of Series X Preferred Stock on January 21, 2004 into 17,823,333 shares of common stock. The Series X Preferred Stock was originally issued at a price of $1,000 per share and was convertible at the fixed conversion price of $0.18 per share.
[F13]Upon conversion of the 3,208.2 shares of Series X Preferred Stock, VP III (Q) received 1,238,810 shares of common stock in payment of accrued dividends payable on such Preferred Stock. Such dividends accrued on the Series X Preferred Stock at the rate of $120 per share per annum from the date of issuance and were payable upon conversion in case or, at the sole option of DSL.net, in shares of common stock measured at the fair market value of the common stock at the time the dividend was declared (January 21, 2004, the date of conversion).
[F14]On January 21, 2004, VP III (Q) made a pro rata distribution of 17,201,631 shares of the Common Stock to its limited partners in accordance with their respective limited partnership interests.
[F15]The Reporting Person is a member of VantagePoint Venture Associates III, L.L.C., which is the general partner of VP III (Q). The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
[F16]VP III converted 391.8 shares of Series X Preferred Stock on January 21, 2004 into 2,176,667 shares of common stock. The Series X Preferred Stock was originally issued at a price of $1,000 per share and was convertible at the fixed conversion price of $0.18 per share.
[F17]Upon conversion of the 391.8 shares of Series X Preferred Stock, VP III received 2,176,667 shares of common stock in payment of accrued dividends payable on such Preferred Stock. Such dividends accrued on the Series X Preferred Stock at the rate of $120 per share per annum from the date of issuance and were payable upon conversion in case or, at the sole option of DSL.net, in shares of common stock measured at the fair market value of the common stock at the time the dividend was declared (January 21, 2004, the date of conversion).
[F18]On January 21, 2004, VP III made a pro rata distribution of 1,988,910 shares of the Common Stock to its limited partners in accordance with their respective limited partnership interests. 274,518 of the shares were distributed to the Reporting Person, who is a limited partner of VP III.
[F19]The Reporting Person is a member of VantagePoint Venture Associates III, L.L.C., which is the general partner of VP III. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
[F2]Reflects 8,602 shares of common stock that were distributed in a pro rata distribution by VantagePoint Venture Partners 1996, L.P. ("VP 1996") on January 21, 2004 to a trust, in which the Reporting Person is a trustee and beneficiary, in its capacity as a limited partner of VP 1996.
[F20]Each share of Series X Preferred Stock was originally issued at a price of $1,000 per share and is convertible at a fixed price of $0.18 per share.
[F3]VantagePoint Communications Partners, L.P. ("VP Communications") converted 1,200 shares of Series X Preferred Stock on January 21, 2004 into 6,666,667 shares of common stock. The Series X Preferred Stock was originally issued at a price of $1,000 per share and was convertible at the fixed conversion price of $0.18 per share.
[F4]Upon conversion of the 1,200 shares of Series X Preferred Stock, VP Communications received 463,366 shares of common stock in payment of accrued dividends payable on such Preferred Stock. Such dividends accrued on the Series X Preferred Stock at the rate of $120 per share per annum from the date of issuance and were payable upon conversion in case or, at the sole option of DSL.net, in shares of common stock measured at the fair market value of the common stock at the time the dividend was declared (January 21, 2004, the date of conversion).
[F5]On January 21, 2004, VP Communications made a pro rata distribution of 6,580,483 shares of the Common Stock to its limited partners in accordance with their respective limited partnership interests.
[F6]The Reporting Person is a member of VantagePoint Communications Associates, L.L.C., which is the general partner of VP Communications. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
[F7]VP 1996 converted 1,200 shares of Series X Preferred Stock on January 21, 2004 into 6,666,667 shares of common stock. The Series X Preferred Stock was originally issued at a price of $1,000 per share and was convertible at the fixed conversion price of $0.18 per share.
[F8]Upon conversion of the 1,200 shares of Series X Preferred Stock, VP 1996 received 463,366 shares of common stock in payment of accrued dividends payable on such Preferred Stock. Such dividends accrued on the Series X Preferred Stock at the rate of $120 per share per annum from the date of issuance and were payable upon conversion in case or, at the sole option of DSL.net, in shares of common stock measured at the fair market value of the common stock at the time the dividend was declared (January 21, 2004, the date of conversion).
[F9]On January 21, 2004, VP 1996 made a pro rata distribution of 6,597,798 shares of common stock to its limited partners and 68,817 shares of common stock to VantagePoint Associates, L.L.C., which is the general partner of VP 1996, in accordance with their respective limited partnership interests. 8,602 of the shares distributed to limited partners were distributed to the Marver Living Trust.

Documents

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pro_12388iex.xmlPrimary