SEC Form 4 · accession 0001209191-16-139651
Zayo Group Holdings, Inc. · ZAYO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Caruso
Officer — CEO · Director
Period of report
Aug 31, 2016
Accepted (ET)
Sep 2, 2016 · 12:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001608249
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Sep 1, 2016 | S | 13,000 | $29.12 | D | 1,322,252 | I | By Bear Equity, LLC |
| Common Stock | holding | — | — | — | 3,539,425 | D | ||
| Common Stock | holding | — | — | — | 1,128,269 | I | By Bear Investments, LLLP | |
| Common StockF3 | holding | — | — | — | 439 | I | By VP Holdings, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Aug 31, 2016 | A | 71,160 | A | — | — | Common Stock | 71,160 | 71,160 | D |
| Restricted Stock UnitsF6,F5 | — | Aug 31, 2016 | A | 59,111 | A | — | — | Common Stock | 59,111 | 59,111 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 18, 2016.
- F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.98 to $29.21. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in in this footnote.
- F3The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F4Each Part B restricted stock unit represents a contingent right to receive one share of Zayo Group Holdings, Inc. (the "Company") common stock. The reported number of restricted stock units assumes target level stock price performance. Upon vesting, the number of shares of common stock received by the reporting person will be determined based on the Company's historical stock price performance.
- F5The restricted stock units vest in full on September 30, 2017.
- F6Each Part A restricted stock unit converts into one share of Zayo Group Holdings, Inc. common stock.