SEC Form 4 · accession 0001209191-18-023346

Zayo Group Holdings, Inc. · ZAYO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — CEO · Director

Period of report

Mar 31, 2018

Accepted (ET)

Apr 3, 2018 · 7:45 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 Stock^F1	Mar 31, 2018	M	11,527	—	A	3,780,801	D
Common Stock^F3	Apr 3, 2018	S	3,380	$35.58	D	3,777,421	D
Common Stock	holding	—	—		—	8,066	I	By Bear Equity, LLC
Common Stock	holding	—	—		—	1,130,957	I	By Bear Investments, LLLP
Common Stock^F4	holding	—	—		—	4,500,000	I	By DPC Papa Bear Enterprises, LLC

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F5	—	Mar 31, 2018	M	11,527	D	—	—	Common Stock	11,527	0	D

F1Each Part A restricted stock unit converted into one share of Zayo Group Holdings, Inc. common stock.
F2The 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.
F3The shares were sold in one transaction at the price reported.
F4The reporting person disclaims beneficial ownership of the shares held by DPC Papa Bear Enterprises, LLC, 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.
F5On February 28, 2017, the reporting person was granted Part A restricted stock units, which vested in full on March 31, 2018.