Form 4 Erickson Matthew

4 - Statement of changes in beneficial ownership of securities

Published: 2015-10-09 21:39:52
Submitted: 2015-10-09
Period Ending In: 2015-10-07
doc4.html FORM 4 SUBMISSION


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SEC FORM 4

SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Erickson Matthew

(Last) (First) (Middle)
1805 29TH STREET SUITE 2050

(Street)
BOULDER CO 80301

(City) (State) (Zip)
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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/07/2015 S(1) 16,943 D $24.7975(2) 1,023,057 D
Common Stock 10/08/2015 S(1) 16,943 D $24.8158(3) 1,006,114 D
Common Stock 10/09/2015 S(1) 16,943 D $24.5649(4) 989,171 D
Common Stock 261,821 I By MRE 2015 GRAT
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The sales reported in this Form were effected pursuant to a sell-to-cover Rule 10b5-1 trading plan adopted by the reporting person on May 19, 2015. This sale is mandated by the Company's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary trade by the reporting person.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.6975 to $24.99. 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 price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.64 to $25.00. 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.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.38 to $24.81. 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.
Remarks:
President & COO, Zayo Physical Infrastructure
/s/ Scott E. Beer, as attorney-in-fact 10/09/2015
** Signature of Reporting Person Date
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.
1
doc4.xml FORM 4 SUBMISSION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2015-10-07
Not Subject To Section16:
0

Issuer

Issuer Cik
0001608249
Issuer Name
Zayo Group Holdings, Inc.
Issuer Trading Symbol
ZAYO

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001622604
Rpt Owner Name
Erickson Matthew

Reporting Owner Address

Rpt Owner Street1
1805 29TH STREET SUITE 2050
Rpt Owner City
BOULDER
Rpt Owner State
CO
Rpt Owner Zip Code
80301

Reporting Owner Relationship

Is Director
0
Is Officer
1
Is Ten Percent Owner
0
Is Other
0
Officer Title
See Remarks

Non Derivative Table

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2015-10-07

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
16943

Transaction Price Per Share

Value
24.7975
@attributes Id
F2
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
1023057
Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2015-10-08

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
16943

Transaction Price Per Share

Value
24.8158
@attributes Id
F3
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
1006114
Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2015-10-09

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
16943

Transaction Price Per Share

Value
24.5649
@attributes Id
F4
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
989171
Direct Or Indirect Ownership
D

Non Derivative Holding

Security Title
Common Stock
Shares Owned Following Transaction
261821

Ownership Nature

Direct Or Indirect Ownership
I
Nature Of Ownership
By MRE 2015 GRAT

Footnote

0
The sales reported in this Form were effected pursuant to a sell-to-cover Rule 10b5-1 trading plan adopted by the reporting person on May 19, 2015. This sale is mandated by the Company's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary trade by the reporting person.
1
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.6975 to $24.99. 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.
2
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.64 to $25.00. 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 price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.38 to $24.81. 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.
Remarks:
President & COO, Zayo Physical Infrastructure

Owner Signature

Signature Name
/s/ Scott E. Beer, as attorney-in-fact
Signature Date
2015-10-09
Additional Files
FileSequenceDescriptionTypeSize
0001209191-15-075133.txt   Complete submission text file   10383
$ZAYO

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