SEC Form 4 · accession 0001209191-18-002821
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
Jan 2, 2018
Accepted (ET)
Jan 8, 2018 · 9:34 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 StockF2 | Jan 2, 2018 | S | 17,723 | $36.39 | D | 4,383,535 | D | |
| Common StockF2 | Jan 3, 2018 | S | 9,140 | $36.14 | D | 4,374,395 | D | |
| Common StockF4 | Jan 8, 2018 | S | 87,741 | $36.05 | D | 4,286,654 | D | |
| Common StockF4 | Jan 8, 2018 | S | 189,656 | $36.05 | D | 176,909 | I | By Bear Equity, LLC |
| Common Stock | holding | — | — | — | 1,130,957 | I | By Bear Investments, LLLP | |
| Common StockF5 | holding | — | — | — | 4,500,000 | I | DPC Papa Bear Enterprises, 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 UnitsF6,F7 | — | Jan 5, 2018 | A | 46,863 | A | — | — | Common Stock | 46,863 | 46,863 | D |
Explanation of responses
- F1The 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.
- F2The shares were sold in one transaction at the price reported.
- F3The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 24, 2017.
- F4The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.89 to $36.15. 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.
- F5The reporting person disclaims beneficial ownership of the shares held by DPC Papa Bear Enterprises, LLC, except to the extent of his pecuniary interest therein.
- F6Each 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.
- F7The restricted stock units vest in full on March 31, 2019.