Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BUBECK JAMES
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2015
3. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS HOLDINGS, INC. [CCOI]
(Last)
(First)
(Middle)
2450 N ST NW
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Revenue Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WASHINGTON, DC 20037
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
common stock 7,125 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BUBECK JAMES
2450 N ST NW
WASHINGTON, DC 20037
      Chief Revenue Officer  

Signatures

James Bubeck 10/01/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 5,900 of these shares are granted pursuant to restricted stock awards from 2014 and 2015 that vest in quarterly increments through October of 2019. A restricted stock award for 900 shares vests in increments of 69 or 70 shares a quarter commencing on December 1, 2015. A restricted stock award for 5,000 shares provides that 1,250 shares will vest on October 1, 2016 and subsequent quarterly vesting will be in increments of 312 or 313 shares per quarter thereafter. The 5,000 share grant contains an acceleration clause for death, disability and, subject to certain conditions, a Change of Control. All 5,900 shares the subject of the restricted stock awards have voting rights. The grant documents are filed as exhibits to a periodic report on Form 8-K dated October 1, 2015.
(2) A portion of these securities is not vested.

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