SC 13G 1 efc9-0248_formsc13g.txt UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------------------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cogent Communications Group, Inc. ---------------------------------------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------------------------------- (Title of Class of Securities) 19239V302 --------------------- (CUSIP Number) January 20, 2009** ---------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. ** Please note that the Schedule 13G filing submitted by the Reporting Person on January 22, 2009 appears to reflect the information from the initial Schedule 13G submitted by the Reporting Person in this issuer on May 27, 2008. This Schedule 13G is therefore being filed to replace the information contained in the Schedule 13G filing submitted on January 22, 2009 with the information contained herein. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 5 Pages SCHEDULE 13G CUSIP No.: 19239V302 Page 2 of 5 Pages ................................................................................ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). NORGES BANK (CENTRAL BANK OF NORWAY) ................................................................................ 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] N/A ................................................................................ 3. SEC Use Only ................................................................................ 4. Citizenship or Place of Organization NORWAY ................................................................................ Number of 5. Sole Voting Power 2,252,407 Shares Beneficially ................................................................ Owned by Each Reporting 6. Shared Voting Power 0 Person With ................................................................ 7. Sole Dispositive Power 760,463 ................................................................ 8. Shared Dispositive Power 0 ................................................................................ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,252,407 ................................................................................ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A ................................................................................ 11. Percent of Class Represented by Amount in Row (9) 5.05% based on 44,588,924 shares outstanding. ................................................................................ 12. Type of Reporting Person: OO CUSIP No.: 19239V302 Page 3 of 5 Pages Item 1(a). Name of Issuer: Cogent Communications Group, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 1015 31st Street NW Washington DC 20007 USA Item 2(a). Name of Person Filing: This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): NORGES BANK (CENTRAL BANK OF NORWAY) Item 2(b). Address of Principal Business Office or, if None, Residence: Bankplassen 2 PO Box 1179 Sentrum NO 0107 Oslo Norway Item 2(c). Citizenship: Norwegian Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 19239V302 Item 3. If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount beneficially owned As of January 20, 2009, Norges Bank may be deemed to be the beneficial owner of 2,252,407 Shares. Item 4(b) Percent of Class: The number of Shares which Norges Bank may be deemed to be the beneficial owner constitutes approximately 5.05% of the total number of Shares outstanding (based upon information provided by the Issuer in its most recently filed quaterly report on Form 10-Q there were 44,588,924 Shares outstanding as of November 1, 2008). Page 4 of 5 Pages Item 4(c) Number of Shares of which such person has: NORGES BANK (CENTRAL BANK OF NORWAY) (i) Sole power to vote or direct the vote: 2,252,407 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 760,463 (iv) Shared power to dispose or direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: This Item 7 is not applicable Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. NORGES BANK Date: February 17, 2009 By: /s/ Robert Cook ---------------------- Name: Robert Cook Title: Compliance Manager