SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SCHAEFFER DAVE
(Last) (First) (Middle)
2450 N ST NW
4TH FLOOR
(Street)
WASHINGTON DC 20037
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS HOLDINGS, INC. [ CCOI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHAIRMAN, CEO, AND PRESIDENT
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 04/04/2025 D 48,317(1)(2) D $0 4,395,721 D
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. On February 24, 2021, the reporting person was granted an award of up to 105,000 performance shares. Tranche 1 of this award, consisting of 35,000 performance shares, was dependent upon achievement of a total shareholder return ("TSR") goal compared to the TSR of the Nasdaq Telecommunications Index ("NTI") between April 1, 2021 and December 31, 2024. The tranche 1 TSR performance shares vested in full and were delivered on February 10, 2025. Tranche 2 consisting of 35,000 performance shares was dependent upon achievement of growth rate in cash flows from operating revenue as compared to 2.0 times the growth rate of the NTI between April 1, 2021 and December 31, 2024. Tranche 3 consisting of 35,000 performance shares was dependent upon achievement of Company's growth rate in revenue as compared to 1.5 times the growth rate of the NTI between April 1, 2021 and December 31, 2024.
2. On April 4, 2025 the Company determined that, using the performance criteria for the tranche 3 revenue growth rate, 21,683 shares of common stock were earned and vested and 13,317 performance shares were forfeited. The Company also determined that using the performance criteria for the tranche 2 cash flow growth rate, no shares of common stock are earned and 35,000 performance shares were forfeited. The forfeiture of an aggregate 48,317 performance shares, as reported herein, was implemented on April 4, 2025.
/s/ David Schaeffer 04/04/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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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