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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series M Participating Convertible Preferred Stock | (1) | 10/26/2004 | J(2) | 85 | (3) | (4) | Common Stock | 2,634,842 | (2) | 85 | D (5) | ||||
| Series M Participating Convertible Preferred Stock | (1) | 10/26/2004 | J(2) | 14 | (3) | (4) | Common Stock | 433,974 | (2) | 14 | D (6) | ||||
| Series M Participating Convertible Preferred Stock | (1) | 10/26/2004 | J(2) | 1 | (3) | (4) | Common Stock | 30,998 | (2) | 1 | D (7) | ||||
| Series M Participating Convertible Preferred Stock | (1) | 10/26/2004 | J(2) | 100 | (3) | (4) | Common Stock | 3,099,814 | (2) | 100 | I | See footnote 8 (8) | |||
| Series M Participating Convertible Preferred Stock | (1) | 10/26/2004 | J(2) | 100 | (3) | (4) | Common Stock | 3,099,814 | (2) | 100 | I | See footnote 9 (9) | |||
| Series M Participating Convertible Preferred Stock | (1) | 10/26/2004 | J(2) | 100 | (3) | (4) | Common Stock | 3,099,814 | (2) | 100 | I | See footnote 10 (10) | |||
| Series M Participating Convertible Preferred Stock | (1) | 10/26/2004 | J(2) | 100 | (3) | (4) | Common Stock | 3,099,814 | (2) | 100 | I | See footnote 11 (11) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WEI JAMES C/O WORLDVIEW TECHNOLOGY PARTNERS 435 TASSO ST., SUITE 120 PALO ALTO, CA 94301 |
X | |||
| WORLDVIEW TECHNOLOGY PARTNERS IV LP 435 TASSO ST., STE. 120 PALO ALTO, CA 94301 |
X | |||
| WEINGARTEN TIM 435 TASSO STREET SUITE 120 PALO ALTO, CA 94301 |
Director and 10% Owner | |||
| James Wei | 12/02/2004 | |
| **Signature of Reporting Person | Date | |
| Tim Weingarten | 12/02/2004 | |
| **Signature of Reporting Person | Date | |
| Worldview Technology Partners IV, L.P., by Worldview Capital IV, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 12/02/2004 | |
| **Signature of Reporting Person | Date | |
| Worldview Technology International IV, L.P., by Worldview Capital IV, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 12/02/2004 | |
| **Signature of Reporting Person | Date | |
| Worldview Strategic Partners IV, L.P., by Worldview Capital IV, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 12/02/2004 | |
| **Signature of Reporting Person | Date | |
| Worldview Equity I, L.L.C., by James Wei, a Managing Member | 12/02/2004 | |
| **Signature of Reporting Person | Date | |
| Worldview Capital IV, L.P., by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 12/02/2004 | |
| **Signature of Reporting Person | Date |
| * | 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) | Each share of Series M Convertible Preferred Stock , par value $.001 per share, is initially convertible into approximately 30,998.14 shares of Common Stock. |
| (2) | Each share of Common Stock of NVA Acquisition, Inc. held by the Reporting Persons was exchanged for 1 share of Series M Participating Convertible Preferred Stock pursuant to an Agreement and Plan of Merger by and among the Issuer, Cogent Potomac, Inc. and NVA Acquisition, Inc. |
| (3) | The Series M Participating Convertible Preferred Stock is convertible at the earlier of January 31, 2005 and the date on which the Issuer files an amendment to its Certificate of Incorporation pursuant to the Certificate of Designations of its Series M Participating Convertible Preferred Stock. |
| (4) | The conversion feature continues indefinitely. |
| (5) | Shares are owned directly by Worldview Technology Partners IV, L.P. |
| (6) | Shares are owned directly by Worldview Technology International IV, L.P. |
| (7) | Shares are owned directly by Worldview Strategic Partners IV, L.P. |
| (8) | Worldview Capital IV, L.P., which serves as the general partner to Worldview Technology Partners IV, L.P., Worldview Technology International IV, L.P. and Worldview Strategic Partners IV, L.P., may be deemed to be an indirect beneficial owner of the reported shares but such entities, but disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any indirect pecuniary interest therein. |
| (9) | Worldview Equity I, L.L.C., which serves as the general partner to Worldview Capital IV, L.P., may be deemed to be an indirect beneficial owner of the reported shares of such entity but disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any indirect pecuniary interest therein. |
| (10) | James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and may be deemed to be the indirect beneficial owner of the reported shares but disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any indirect pecuniary interest therein. |
| (11) | Tim Weingarten is a director of the issuer and has certain voting rights in Worldview Equity I, L.L.C., and may be deemed to be an indirect beneficial owner of the reported shares but disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any indirect pecuniary interest therein. |
| 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 IV, L.P. Tim Weingarten is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. Worldview Capital IV, L.P. is the general partner of Worldview Technology Partners IV, L.P., Worldview Technology International IV, L.P. and Worldview Strategic Partners IV, 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. | |