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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ZAYO GROUP HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
98919V105
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Names of Reporting Persons | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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SEC Use Only | |||
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Citizen or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
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Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person | |||
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1 |
Names of Reporting Persons | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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SEC Use Only | |||
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4 |
Citizen or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
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Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person | |||
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Names of Reporting Persons | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizen or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
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Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person | |||
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Names of Reporting Persons | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizen or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person | |||
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Names of Reporting Persons | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizen or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
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Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person | |||
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Names of Reporting Persons | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
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SEC Use Only | |||
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Citizen or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
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Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person | |||
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1 |
Names of Reporting Persons | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizen or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person | |||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizen or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person | |||
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizen or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person | |||
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1 |
Names of Reporting Persons | ||
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Check the Appropriate Box if a Member of a Group | ||
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(a) |
o | |
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(b) |
o | |
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3 |
SEC Use Only | ||
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4 |
Citizen or Place of Organization | ||
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Number of |
5 |
Sole Voting Power | ||
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6 |
Shared Voting Power | |||
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7 |
Sole Dispositive Power | |||
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8 |
Shared Dispositive Power | |||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | ||
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11 |
Percent of Class Represented by Amount in Row 9 | ||
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12 |
Type of Reporting Person |
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1 |
Names of Reporting Persons | ||
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2 |
Check the Appropriate Box if a Member of a Group | ||
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(a) |
o | |
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(b) |
o | |
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3 |
SEC Use Only | ||
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4 |
Citizen or Place of Organization | ||
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Number of |
5 |
Sole Voting Power | ||
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6 |
Shared Voting Power | |||
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7 |
Sole Dispositive Power | |||
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8 |
Shared Dispositive Power | |||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | ||
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11 |
Percent of Class Represented by Amount in Row 9 | ||
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12 |
Type of Reporting Person |
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1 |
Names of Reporting Persons | ||
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2 |
Check the Appropriate Box if a Member of a Group | ||
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(a) |
o | |
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(b) |
o | |
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3 |
SEC Use Only | ||
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4 |
Citizen or Place of Organization | ||
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Number of |
5 |
Sole Voting Power | ||
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6 |
Shared Voting Power | |||
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7 |
Sole Dispositive Power | |||
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8 |
Shared Dispositive Power | |||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | ||
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11 |
Percent of Class Represented by Amount in Row 9 | ||
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12 |
Type of Reporting Person |
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1 |
Names of Reporting Persons | ||
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2 |
Check the Appropriate Box if a Member of a Group | ||
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(a) |
o | |
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(b) |
o | |
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3 |
SEC Use Only | ||
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4 |
Citizen or Place of Organization | ||
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Number of |
5 |
Sole Voting Power | ||
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6 |
Shared Voting Power | |||
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7 |
Sole Dispositive Power | |||
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8 |
Shared Dispositive Power | |||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | ||
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11 |
Percent of Class Represented by Amount in Row 9 | ||
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12 |
Type of Reporting Person |
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1 |
Names of Reporting Persons | ||
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2 |
Check the Appropriate Box if a Member of a Group | ||
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(a) |
o | |
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(b) |
o | |
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3 |
SEC Use Only | ||
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4 |
Citizen or Place of Organization | ||
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Number of |
5 |
Sole Voting Power | ||
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6 |
Shared Voting Power | |||
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7 |
Sole Dispositive Power | |||
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8 |
Shared Dispositive Power | |||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | ||
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11 |
Percent of Class Represented by Amount in Row 9 | ||
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12 |
Type of Reporting Person |
Item 1. |
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(a) |
Name of Issuer: Zayo Group Holdings, Inc. (the Issuer). |
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(b) |
Address of Issuers Principal Executive Offices: 1805 29th Street, Suite 2050 Boulder, CO 80301 |
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Item 2. | ||||
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(a) |
Name of Person Filing: Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of: Battery Ventures VII, L.P. Battery Investment Partners VII, LLC Battery Ventures VIII, L.P. Battery Partners VII, LLC Battery Partners VIII, LLC Battery Management Corp. Thomas J. Crotty Richard D. Frisbie Kenneth P. Lawler R. David Tabors Scott R. Tobin Neeraj Agrawal Michael M. Brown Roger H. Lee | ||
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(b) |
Address of Principal Business Office: The business address of each of the Reporting Persons is c/o Battery Ventures, One Marina Park Drive, Suite 1100, Boston, MA 02210. | ||
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(c) |
Citizenship: | ||
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Battery Ventures VII, L.P. Battery Investment Partners VII, LLC Battery Ventures VIII, L.P. Battery Partners VII, LLC Battery Partners VIII, LLC Battery Management Corp. Thomas J. Crotty Richard D. Frisbie Kenneth P. Lawler R. David Tabors Scott R. Tobin Neeraj Agrawal Michael M. Brown Roger H. Lee |
Delaware Delaware Delaware Delaware Delaware Massachusetts United States United States United States United States United States United States United States United States | |
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(d) |
Title of Class of Securities: Common stock, $0.001 par value per share (Common Stock). | ||
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(e) |
CUSIP Number: 98919V105 | ||
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Item 3. |
Not applicable. | |||
Item 4. |
Ownership. |
Ownership (a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2015, based upon 244,866,876 shares of the Issuers Common Stock outstanding as of November 6, 2015 as reported in the Issuers Form 10-Q filed on 11/10/2015. |
Reporting Person |
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Amount |
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Percent |
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Sole power |
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Shared |
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Sole power |
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Shared |
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Battery Ventures VII, L.P. |
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6,983,608 |
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2.9 |
% |
0 |
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6,983,608 |
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0 |
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6,983,608 |
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Battery Investment Partners VII, LLC |
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133,772 |
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0.1 |
% |
0 |
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133,772 |
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0 |
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133,772 |
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Battery Ventures VIII, L.P. |
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2,230,636 |
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0.9 |
% |
0 |
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2,230,636 |
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0 |
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2,230,636 |
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Battery Partners VII, LLC |
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7,117,380 |
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2.9 |
% |
0 |
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7,117,380 |
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0 |
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7,117,380 |
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Battery Partners VIII, LLC |
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2,230,636 |
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0.9 |
% |
0 |
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2,230,636 |
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0 |
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2,230,636 |
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Battery Management Corp. |
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9,348,016 |
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3.8 |
% |
0 |
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9,348,016 |
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0 |
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9,348,016 |
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Thomas J. Crotty |
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9,430,665 |
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3.9 |
% |
82,649 |
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9,348,016 |
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82,649 |
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9,348,016 |
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Richard D. Frisbie |
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9,348,016 |
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3.8 |
% |
0 |
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9,348,016 |
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0 |
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9,348,016 |
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Kenneth P. Lawler |
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9,348,016 |
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3.8 |
% |
0 |
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9,348,016 |
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0 |
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9,348,016 |
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R. David Tabors |
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9,348,016 |
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3.8 |
% |
0 |
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9,348,016 |
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0 |
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9,348,016 |
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Scott R. Tobin |
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9,386,830 |
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3.8 |
% |
38,814 |
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9,348,016 |
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38,814 |
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9,348,016 |
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Neeraj Agrawal |
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2,256,817 |
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0.9 |
% |
26,181 |
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2,230,636 |
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26,181 |
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2,230,636 |
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Michael M. Brown |
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2,240,122 |
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0.9 |
% |
9,486 |
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2,230,636 |
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9,486 |
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2,230,636 |
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Roger H. Lee |
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2,253,719 |
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0.9 |
% |
23,083 |
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2,230,636 |
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23,083 |
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2,230,636 |
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Consists of (i) 6,983,608 shares held of record by Battery Ventures VII, L.P. (Battery Ventures VII); (ii) 133,772 shares held of record by Battery Investment Partners VII, LLC (BIPVII); and (iii) 2,230,636 shares held of record by Battery Ventures VIII, L.P. (Battery Ventures VIII) (collectively, the Battery Shareholders). Battery Partners VII, LLC (BPVII) is the sole general partner of Battery Ventures VII and the sole managing member of BIPVII. BPVIIs investment adviser is Battery Management Corp. (BMC). Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors and Scott R. Tobin are the managing members of BPVII and are officers of BMC, and collectively share voting and dispositive authority over the securities held by held by Battery Ventures VII and BIPVII. Battery Partners VIII, LLC (BPVIII) is the sole general partner of Battery Ventures VIII. BPVIIIs investment adviser is BMC. Neeraj Agrawal, Michael M. Brown, Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin and Roger H. Lee are the managing members of BPVIII and are officers of BMC, and they collectively share voting and dispositive authority over the securities held by Battery Ventures VIII. Each of the foregoing entities and individuals disclaims beneficial ownership of the shares held of record by the Battery Shareholders.
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: x. | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group. |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable. |
Item 10. |
Certifications. |
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Not applicable. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2016 |
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BATTERY VENTURES VII, L.P. | ||
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By: |
Battery Partners VII, LLC, its general partner | |
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By: |
* | |
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Title: |
Member Manager | |
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BATTERY INVESTMENT PARTNERS VII, LLC | ||
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By: |
Battery Partners VII, LLC, its general partner | |
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By: |
* | |
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Title: |
Member Manager | |
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BATTERY VENTURES VIII, L.P. | ||
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By: |
Battery Partners VIII, LLC, its general partner | |
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By: |
* | |
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Title: |
Member Manager | |
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BATTERY PARTNERS VII, LLC | ||
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By: |
* | |
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Title: |
Member Manager | |
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BATTERY PARTNERS VIII, LLC | ||
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By: |
* | |
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Title: |
Member Manager | |
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BATTERY MANAGEMENT CORP. | ||
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By: |
* | |
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Title: |
Chief Financial Officer | |
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THOMAS J. CROTTY | ||
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By: |
* | |
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RICHARD D. FRISBIE | |||
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By: |
* | ||
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KENNETH P. LAWLER | |||
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By: |
* | ||
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R. DAVID TABORS | |||
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By: |
* | ||
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SCOTT R. TOBIN | |||
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By: |
* | ||
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NEERAJ AGRAWAL | |||
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By: |
* | ||
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MICHAEL M. BROWN | |||
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By: |
* | ||
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ROGER H. LEE | |||
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By: |
* | ||
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*By: |
/s/ Christopher Schiavo |
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Name: |
Christopher Schiavo |
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Attorney-in-Fact |
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This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.