Sec Form 4 Filing - COLUMBIA CAPITAL EQUITY PARTNERS IV QP L P @ Zayo Group Holdings, Inc. - 2014-10-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
COLUMBIA CAPITAL EQUITY PARTNERS IV QP L P
2. Issuer Name and Ticker or Trading Symbol
Zayo Group Holdings, Inc. [ ZAYO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
204 S. UNION STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/22/2014
(Street)
ALEXANDRIA, VA22314
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/22/2014 S 1,399,040 D $ 17.9788 24,038,606 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COLUMBIA CAPITAL EQUITY PARTNERS IV QP L P
204 S. UNION STREET
ALEXANDRIA, VA22314
X
Columbia Capital Equity Partners IV, L.P.
204 S. UNION STREET
ALEXANDRIA, VA22314
X
Columbia Capital IV, LLC
204 S. UNION STREET
ALEXANDRIA, VA22314
X
COLUMBIA CAPITAL EQUITY PARTNERS IV QPCO L P
204 S. UNION STREET
ALEXANDRIA, VA22314
X
Columbia Capital Employee Investors IV, L.P.
204 S. UNION STREET
ALEXANDRIA, VA22314
X
COLUMBIA CAPITAL EQUITY PARTNERS III QP LP
204 S. UNION STREET
ALEXANDRIA, VA22314
X
COLUMBIA CAPITAL EQUITY PARTNERS III LP
204 S. UNION STREET
ALEXANDRIA, VA22314
X
COLUMBIA CAPITAL III LLC
204 S. UNION STREET
ALEXANDRIA, VA22314
X
COLUMBIA CAPITAL EQUITY PARTNERS III CAYMAN LP
204 S. UNION STREET
ALEXANDRIA, VA22314
X
Columbia Capital Equity Partners (Cayman) III, Ltd
204 S. UNION STREET
ALEXANDRIA, VA22314
X
Signatures
COLUMBIA CAPITAL EQUITY PARTNERS IV (QP), L.P., By: Columbia Capital Equity Partners IV, L.P., its general partner, By: Columbia Capital IV, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President 10/23/2014
Signature of Reporting Person Date
COLUMBIA CAPITAL EQUITY PARTNERS IV, L.P., By: Columbia Capital IV, LLC, its general partner, /s/ By: Donald A. Doering, Executive Vice President 10/23/2014
Signature of Reporting Person Date
COLUMBIA CAPITAL IV, LLC, By: /s/ Donald A. Doering, Executive Vice President 10/23/2014
Signature of Reporting Person Date
COLUMBIA CAPITAL EQUITY PARTNERS IV (QPCO), L.P., By: Columbia Capital Equity Partners IV, L.P., its general partner, By: Columbia Capital IV, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President 10/23/2014
Signature of Reporting Person Date
COLUMBIA CAPITAL EMPLOYEE INVESTORS IV, L.P., By: Columbia Capital IV, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President 10/23/2014
Signature of Reporting Person Date
COLUMBIA CAPITAL EQUITY PARTNERS III (QP), L.P., By: Columbia Capital Equity Partners III, L.P., its general partner, By: Columbia Capital III, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President 10/23/2014
Signature of Reporting Person Date
COLUMBIA CAPITAL EQUITY PARTNERS III, L.P., By: Columbia Capital III, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President 10/23/2014
Signature of Reporting Person Date
COLUMBIA CAPITAL III, LLC, By: /s/ Donald A. Doering, Executive Vice President 10/23/2014
Signature of Reporting Person Date
COLUMBIA CAPITAL EQUITY PARTNERS III (CAYMAN), L.P., By: Columbia Capital Equity Partners (Cayman) III, LTD, By: Columbia Capital Equity Partners III, L.P., By: Columbia Capital III, LLC, By: /s/ Donald A. Doering, Executive Vice President 10/23/2014
Signature of Reporting Person Date
COLUMBIA CAPITAL EQUITY PARTNERS (CAYMAN) III, LTD, By: Columbia Capital Equity Partners III, L.P., its sole shareholder, By: Columbia Capital III, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President 10/23/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Following the reported transaction, consists of (i) 20,820,667 shares held of record by Columbia Capital Equity Partners IV (QP), L.P. ("CCEP IV (QP)"), (ii) 2,561,721 shares held of record by Columbia Capital Equity Partners IV (QPCO), L.P. ("CCEP IV (QPCO)"), (iii) 158,370 shares held of record by Columbia Capital Employee Investors IV, L.P. ("CCEI IV"), (iv) 267,530 shares held of record by Columbia Capital Equity Partners III (QP), L.P. ("CCEP III (QP)"), (v) 146,915 shares held of record by Columbia Capital Equity Partners III (Cayman) L.P. ("CCEP III (Cayman)"), (vi) 14,779 shares held of record by Columbia Capital Equity Partners III (AI), L.P. ("CCEP III (AI)"), (vii) 66,010 shares held of record by Columbia Capital Investors III, L.L.C. ("CCI III") and (viii) 2,614 shares held of record by Columbia Capital Employee Investors III, L.L.C. ("CCEI III") (collectively, the "Columbia Entities"). (continued)
( 2 )(continued from footnote 1) Columbia Capital Equity Partners IV, L.P. ("CCEP IV") is the general partner of CCEP IV (QP) and CCEP IV (QPCO). Columbia Capital IV, LLC ("CC IV") is the general partner of CCEP IV and CCEI IV. CC IV has sole voting and investment power over the shares held directly and indirectly by the entities of which it is the general partner as described above. James B. Fleming, Jr. controls CC IV, and as a result, he exercises voting and investment control over all the shares held by CCEP IV (QP), CCEP IV (QPCO) and CCEI IV. The general partner of CCEP III (Cayman) is Columbia Capital Equity Partners (Cayman) III, Ltd. Columbia Capital Equity Partners III, L.P. ("CCEP III") is the sole stockholder of Columbia Capital Equity Partners (Cayman) III, Ltd. and is also the managing member of CCI III and CCEI III. CCEP III is also the general partner of CCEP III (QP) and CCEP III (AI). The general partner of CCEP III is Columbia Capital III, LLC ("CCIII"). (continued)
( 3 )(continued from footnote 2) Mr. Fleming controls CCIII, and as a result, he exercises voting and investment control over all the shares held by CCEP III (QP), CCEP III (AI), CCEP III (Cayman), CCI III and CCEI III. Each of the foregoing entities and Mr. Fleming disclaims beneficial ownership of the shares held of record by the Columbia Entities, except to the extent of their or his pecuniary interest therein, and this report shall not be deemed an admission that they or he is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 4 )Due to the limitations of the electronic filing system, Columbia Capital Equity Partners III (AI), L.P., Columbia Capital Investors III, LLC, Columbia Capital Employee Investors III, L.L.C. and James B. Fleming, Jr. are filing a separate Form 3.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.