Sec Form 4 Filing - Caruso Daniel @ Zayo Group Holdings, Inc. - 2016-08-31

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Caruso Daniel
2. Issuer Name and Ticker or Trading Symbol
Zayo Group Holdings, Inc. [ ZAYO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
1805 29TH STREET SUITE 2050
3. Date of Earliest Transaction (MM/DD/YY)
08/31/2016
(Street)
BOULDER, CO80301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/01/2016 S( 1 ) 13,000 D $ 29.12 ( 2 ) 1,322,252 I By Bear Equity, LLC
Common Stock 3,539,425 D
Common Stock 1,128,269 I By Bear Investments, LLLP
Common Stock 439 I By VP Holdings, LLC ( 3 )
11. Nature of Indirect Beneficial Ownership
(Instr. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 4 ) 08/31/2016 A 71,160 ( 5 ) ( 5 ) Common Stock 71,160 $ 0 71,160 D
Restricted Stock Units ( 6 ) 08/31/2016 A 59,111 ( 5 ) ( 5 ) Common Stock 59,111 $ 0 59,111 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Caruso Daniel
1805 29TH STREET SUITE 2050
BOULDER, CO80301
X CEO
Signatures
/s/ Laura Littman, as attorney-in-fact 09/02/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 18, 2016.
( 2 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.98 to $29.21. 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.
( 3 )The reporting person disclaims beneficial ownership of these securities 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.
( 4 )Each Part B restricted stock unit represents a contingent right to receive one share of Zayo Group Holdings, Inc. (the "Company") commonstock. The reported number of restricted stock units assumes target level stock price performance. Upon vesting, the number of shares ofcommon stock received by the reporting person will be determined based on the Company's historical stock price performance.
( 5 )The restricted stock units vest in full on September 30, 2017.
( 6 )Each Part A restricted stock unit converts into one share of Zayo Group Holdings, Inc. common stock.

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).

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