SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* COLUMBIA CAPITAL EQUITY PARTNERS III AI LP (Last) (First) (Middle) 204 S. UNION STREET (Street) ALEXANDRIA VA 22314 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/16/2014	3. Issuer Name and Ticker or Trading Symbol Zayo Group Holdings, Inc. [ ZAYO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,437,646	I	See Footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* COLUMBIA CAPITAL EQUITY PARTNERS III AI LP (Last) (First) (Middle) 204 S. UNION STREET (Street) ALEXANDRIA VA 22314 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Columbia Capital Investors III, L.L.C. (Last) (First) (Middle) 204 S. UNION STREET (Street) ALEXANDRIA VA 22314 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Columbia Capital Employee Investors III, L.L.C. (Last) (First) (Middle) 204 S. UNION STREET (Street) ALEXANDRIA VA 22314 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FLEMING JAMES B JR (Last) (First) (Middle) 204 S. UNION STREET (Street) ALEXANDRIA VA 22314 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of (i) 22,032,425 shares held of record by Columbia Capital Equity Partners IV (QP), L.P. ("CCEP IV (QP)"), (ii) 2,710,812 shares held of record by Columbia Capital Equity Partners IV (QPCO), L.P. ("CCEP IV (QPCO)"), (iii) 167,587 shares held of record by Columbia Capital Employee Investors IV, L.P. ("CCEI IV"), (iv) 283,100 shares held of record by Columbia Capital Equity Partners III (QP), L.P. ("CCEP III (QP)"), (v) 155,465 shares held of record by Columbia Capital Equity Partners III (Cayman) L.P. ("CCEP III (Cayman)"), (vi) 15,639 shares held of record by Columbia Capital Equity Partners III (AI), L.P. ("CCEP III (AI)"), (vii) 69,852 shares held of record by Columbia Capital Investors III, L.L.C. ("CCI III") and (viii) 2,766 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.

Remarks:

	COLUMBIA CAPITAL EQUITY PARTNERS III (AI), 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	10/16/2014
	COLUMBIA CAPITAL INVESTORS III, LLC, By: Columbia Capital Equity Partners III, L.P., its managing member, By: Columbia Capital III, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President	10/16/2014
	COLUMBIA CAPITAL EMPLOYEE INVESTORS III, LLC, By: Columbia Capital Equity Partners III, L.P., its managing member, By: Columbia Capital III, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President	10/16/2014
	By: /s/ JAMES B. FLEMING, JR.	10/16/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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