SEC Form 4 · accession 0001209191-17-001608
Zayo Group Holdings, Inc. · ZAYO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth desGarennes
Officer — Chief Financial Officer
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 8:32 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 | 8,462 | — | A | 1,016,291 | D | |
| Common StockF2 | Dec 31, 2016 | M | 124,780 | — | A | 1,141,071 | D | |
| Common StockF4 | Jan 3, 2017 | S | 3,319 | $33.09 | D | 1,137,752 | D | |
| Common StockF5 | holding | — | — | — | 326,486 | I | By Tablerock Investments II, LLC | |
| Common Stock | holding | — | — | — | 45 | I | By Tablerock Investments, 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,F6 | — | Dec 31, 2016 | M | 8,462 | D | — | — | Common Stock | 8,462 | 0 | D |
| Restricted Stock UnitsF2,F7 | — | 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 reported securities are held by Tablerock Investments II, LLC, a Colorado limited liability company ("Tablerock II") of which the reporting person is the sole manager. Tablerock II is owned by the reporting person and the desGarennes Exempt Descendants' Trust as well as two grantor retained annuity trusts for the benefit of the reporting person and his children. The reporting person disclaims beneficial ownership of the Common Stock held by Tablerock II, except to the extent of his pecuniary interest therein.
- F6On November 12, 2015, the reporting person was granted Part A restricted stock units, which vested in full on December 31, 2016.
- F7On January 20, 2016, the reporting person was granted Part B restricted stock units, which vested in full on December 31, 2016.