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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1. Name and Address of Reporting Person * BERTRAND JEAN JACQUES   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BNP PRIVATE EQUITY SAS, 32 BOULEVARD HAUSSMANN 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2006 (Street) PARIS FRANCE, 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) Code V Amount (A) or (D) Price Common Stock, Par value $0.001 per share 11/14/2006   S   790,192 D $ 14.64 2,850,860 (1) I See footnotes (2) (3) Common Stock, Par value $0.001 per share 11/14/2006   S   209,255 D $ 14.64 0 (1) I See footnotes (2) (4) Common Stock, Par value $0.001 per share 11/14/2006   S   553 D $ 14.64 2,857 (1) D (2) (5)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BERTRAND JEAN JACQUES C/O BNP PRIVATE EQUITY SAS 32 BOULEVARD HAUSSMANN PARIS FRANCE, I0 75009	X
BNP EUROPE TE LECOM & MEDIA FUND II LP C/O CIBC FIN. CTR.,11 DR. ROY'S DRIVE P.O.BOX 694 GT GRAND CAYMAN, E9 00000				Shareholder
General Business Finance & Investments, Ltd. UGLAND HSE, SO CHURCH ST P.O. BOX 309 GT GRAND CAYMAN, E9 00000				Shareholder

Signatures

/s/ Jean-Jacques Bertrand		11/17/2006
**Signature of Reporting Person		Date
/s/ Martin Laidlaw, Authorized Signatory		11/17/2006
**Signature of Reporting Person		Date
/s/ Avery Lewis, 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 Sec		11/17/2006
**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 Exhibit 99.1.
(2)	See Exhibit 99.1.
(3)	See Exhibit 99.1.
(4)	See Exhibit 99.1.
(5)	See Exhibit 99.1.
Remarks: See Exhibit 99.1 - Joint Filer Information

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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