Form 4 Erickson Matthew

4 - Statement of changes in beneficial ownership of securities

Published: 2016-04-04 21:00:19
Submitted: 2016-04-04
Period Ending In: 2016-03-31
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)
President & COO
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2016
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 03/31/2016 M 3,165 A (1) 468,249 D
Common Stock 04/01/2016 S(2) 1,123 D $24.07 467,126 D
Common Stock 201,276 I MRE 2015 GRAT
Common Stock 106,000 I MRE Holdings, LLC
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
Restricted Stock Units (1) 03/31/2016 M 3,165 (3) (3) Common Stock 3,165 $0.00 0 D
Explanation of Responses:
1. Each Part A restricted stock unit converted into one share of Zayo Group Holdings, Inc. common stock.
2. The 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.
3. On February 19, 2015, the reporting person was granted 3,165 Part A restricted stock units, which vested in full on March 31, 2016.
Remarks:
/s/ Ken desGarennes as attorney-in-fact 04/04/2016
** 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:
2016-03-31
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
President & COO

Non Derivative Table

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2016-03-31

Transaction Coding

Transaction Form Type
4
Transaction Code
M
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
3165
@attributes Id
F1
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
468249
Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2016-04-01

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0
@attributes Id
F2

Transaction Amounts

Transaction Shares
1123
Transaction Price Per Share
24.07
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
467126
Direct Or Indirect Ownership
D

Non Derivative Holding

Security Title
Common Stock
Shares Owned Following Transaction
201276

Ownership Nature

Direct Or Indirect Ownership
I
Nature Of Ownership
MRE 2015 GRAT
Security Title
Common Stock
Shares Owned Following Transaction
106000

Ownership Nature

Direct Or Indirect Ownership
I
Nature Of Ownership
MRE Holdings, LLC

Derivative Transaction

Security Title
Restricted Stock Units
@attributes Id
F1
Transaction Date
2016-03-31

Transaction Coding

Transaction Form Type
4
Transaction Code
M
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
3165
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
@attributes Id
F3
@attributes Id
F3

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
3165
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D

Footnote

0
Each Part A restricted stock unit converted into one share of Zayo Group Holdings, Inc. common stock.
1
The 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.
2
On February 19, 2015, the reporting person was granted 3,165 Part A restricted stock units, which vested in full on March 31, 2016.

Owner Signature

Signature Name
/s/ Ken desGarennes as attorney-in-fact
Signature Date
2016-04-04
Additional Files
FileSequenceDescriptionTypeSize
0001209191-16-112642.txt   Complete submission text file   10299
$ZAYO

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