Edgar Filing: BNP EUROPE TE LECOM & MEDIA FUND II LP

Ownership Submission

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 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BERTRAND JEAN JACQUES

2. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS GROUP INC [CCOI]

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

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

(Last)

(First)

(Middle)

C/O BNP PARIBAS PRIVATE EQUITY SAS, 32 BOULEVARD HAUSSMANN

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2006

(Street)

PARIS, I0 75009

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

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par value $0.001 per share	06/07/2006		S		404,204	D	$ 8.5275	3,641,052 ⁽¹⁾	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock, Par value $0.001 per share	06/07/2006		S		23,230	D	$ 8.5275	209,255 ⁽¹⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾
Common Stock, Par value $0.001 per share	06/07/2006		S		340	D	$ 8.5275	3,410 ⁽¹⁾	D ⁽²⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BERTRAND JEAN JACQUES C/O BNP PARIBAS PRIVATE EQUITY SAS 32 BOULEVARD HAUSSMANN PARIS, I0 75009	X
BNP EUROPE TE LECOM & MEDIA FUND II LP CIBC FINANCIAL CENTRE 3RD FLOOR, PO BOX 694 GT, II DR ROYS DR GRAND CAYMAN ISLANDS, E9 00000				See footnote (2)
General Business Finance & Investments, Ltd. C/O MAPLES AND CALDER UGLAND HOUSE, SOUTH CHURCH STREET P.O. BOX 309 GRAND CAYMAN, E9 00000				See footnote (2)

Signatures

/s/ Jean-Jacques Bertrand		06/09/2006
^**Signature of Reporting Person		Date
/s/ Richard Hastings		06/09/2006
^**Signature of Reporting Person		Date
/s/ Jennifer Fischetti		06/09/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	See attached Exhibit 99.
(2)	See attached Exhibit 99.
(3)	See attached Exhibit 99.
(4)	See attached Exhibit 99.
(5)	See attached Exhibit 99.
Remarks: Authorized Signatory General Business Finance and Investments Ltd. and BNP Europe Telecom & Media Fund II, LP, by General Business Finance and Investments Ltd., its General Partner by Commerce Advisory Limited, its Partnership Secretary

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