SEC Form 4 · accession 0001209191-17-001603
Zayo Group Holdings, Inc. · ZAYO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Morley
Officer — President & COO
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 8:25 pm EST
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 StockF1 | Dec 31, 2016 | M | 10,901 | — | A | 441,689 | D | |
| Common StockF2 | Dec 31, 2016 | M | 124,780 | — | A | 566,469 | D | |
| Common StockF4 | Jan 3, 2017 | S | 4,642 | $33.09 | D | 561,827 | D | |
| Common StockF6 | Jan 3, 2017 | S | 25,000 | $33.18 | D | 536,827 | D | |
| Common Stock | holding | — | — | — | 156,696 | I | By Mango 2014 Grantor Retained Annuity Trust | |
| Common Stock | holding | — | — | — | 860 | I | By Mango 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 UnitsF1,F7 | — | Dec 31, 2016 | M | 10,901 | D | — | — | Common Stock | 10,901 | 0 | D |
| Restricted Stock UnitsF2,F8 | — | Dec 31, 2016 | M | 124,780 | D | — | — | Common Stock | 124,780 | 0 | D |
Explanation of responses
- F1Each Part A restricted stock unit converted into one share of Zayo Group Holdings, Inc. common stock.
- F2Each Part B restricted stock unit represents a contingent right to receive one share of Zayo Group Holdings, Inc. common stock.
- F3The sale reported was mandated by the Company's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a Rule 10b5-1 "sell-to-cover" transaction and does not represent a discretionary trade by the reporting person.
- F4The shares were sold in one transaction at the price reported.
- F5The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 10, 2016.
- F6The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.79 to $33.54. 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.
- F7On November 12, 2015, the reporting person was granted Part A restricted stock units, which vested in full on December 31, 2016.
- F8On January 20, 2016, the reporting person was granted Part B restricted stock units, which vested in full on December 31, 2016.