Sec Form 4 Filing - Steinfort Matt @ Zayo Group Holdings, Inc. - 2020-03-09

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 Steinfort Matt 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) 1821 30TH STREET, UNIT A 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2020 (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 03/09/2020 D( 1 ) 32,129 D 30,437 D Common Stock 03/09/2020 D( 2 ) 30,437 D 0 D

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 Restricted Stock Unit ( 3 ) 03/09/2020 D 63,900 03/09/2020( 3 ) 03/09/2020( 3 ) Common Stock 63,900 ( 3 ) 0 D Restricted Stock Stock ( 4 ) 03/09/2020 D 20,979 03/09/2020( 4 ) 03/09/2020( 4 ) Common Stock 20,979 ( 4 ) 0 D Restricted Stock Units ( 5 ) 03/09/2020 D 37,667 03/09/2020( 5 ) 03/09/2020( 5 ) Common Stock 37,667 ( 5 ) 0 D Restricted Stock Units ( 6 ) 03/09/2020 D 7,030 03/09/2020( 6 ) 03/09/2020( 6 ) Common Stock 7,030 ( 6 ) 0 D Restricted Stock Units ( 7 ) 03/09/2020 D 32,337 03/09/2020( 7 ) 03/09/2020( 7 ) Common Stock 32,337 ( 7 ) 0 D Restricted Stock Units ( 8 ) 03/09/2020 D 6,832 03/09/2020( 8 ) 03/09/2020( 8 ) Common Stock 6,832 ( 8 ) 0 D Restricted Stock Units ( 9 ) 03/09/2020 D 11,784 03/09/2020( 9 ) 03/09/2020( 9 ) Common Stock 11,784 ( 9 ) 0 D Restricted Stock Units ( 10 ) 03/09/2020 D 6,702 03/09/2020( 10 ) 03/09/2020( 10 ) Common Stock 6,702 ( 10 ) 0 D Restricted Stock Units ( 11 ) 03/09/2020 D 15,415 03/09/2020( 11 ) 03/09/2020( 9 ) Common Stock 15,415 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Steinfort Matt 1821 30TH STREET, UNIT A BOULDER, CO80301 CFO Signatures /s/ Shira Cooks, as attorney-in-fact 03/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 8, 2019, Zayo Group Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Front Range TopCo, Inc. ("Parent") and Front Range BidCo, Inc. ("Merger Sub"). On March 9, 2020, Merger Sub merged with any into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $35 (the "Merger Consideration"), without interest and not including any required withholding of taxes. ( 2 )Pursuant to an agreement between the Reporting Person and Parent, the reported number of shares of common stock were rolled over into an investment into the ultimate parent entity of the Parent, at the value equal to the per-share value of the Merger Consideration ( 3 )On January 2, 2019, the Reporting Person was granted Part B RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, based on deemed target performance, to paid in full at the closing of the Merger. ( 4 )On April 5, 2019, the Reporting Person was granted Part B RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, based on deemed target performance, to paid in full at the closing of the Merger ( 5 )On May 29, 2019 the Reporting Person was granted Part A RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, to paid in full on March 31, 2020. ( 6 )On July 5, 2019 the Reporting Person was granted Part B RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, based on deemed target performance, to paid in full on September 30, 2020. ( 7 )On September 26, 2019 the Reporting Person was granted Part A RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, to paid in full on June 30, 2020. ( 8 )On October 4, 2019, the Reporting Person was granted Part B RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, based on deemed target performance, to paid in full on December 31, 2020 ( 9 )On November 27, 2019 the Reporting Person was granted Part A RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, to paid in full on September 30, 2020. ( 10 )On January 6, 2020, the Reporting Person was granted Part B RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, based on deemed target performance, to paid in full on March 31, 2021. ( 11 )On February 26, 2020, the Reporting Person was granted Part A RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU to paid in full on December 31, 2020.

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