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* M/C VENTURE PARTNERS VI L P (Last) (First) (Middle) C/O M/C PARTNERS 75 STATE STREET, SUITE 2500 (Street) BOSTON MA 02109 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/22/2014
	4. 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 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	10/22/2014		S		1,399,041	D	$17.9788	24,038,604	I	See Footnotes(1)(2)

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

1. Name and Address of Reporting Person* M/C VENTURE PARTNERS VI L P (Last) (First) (Middle) C/O M/C PARTNERS 75 STATE STREET, SUITE 2500 (Street) BOSTON MA 02109 (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* M/C Venture Partners, LLC (Last) (First) (Middle) C/O M/C PARTNERS 75 STATE STREET, SUITE 2500 (Street) BOSTON MA 02109 (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* M/C VP VI, L.P. (Last) (First) (Middle) C/O M/C PARTNERS 75 STATE STREET, SUITE 2500 (Street) BOSTON MA 02109 (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* M/C Venture Investors LLC (Last) (First) (Middle) C/O M/C PARTNERS 75 STATE STREET, SUITE 2500 (Street) BOSTON MA 02109 (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* M/C Venture Partners V, L.P. (Last) (First) (Middle) C/O M/C PARTNERS 75 STATE STREET, SUITE 2500 (Street) BOSTON MA 02109 (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* M/C VP V, LLC (Last) (First) (Middle) C/O M/C PARTNERS 75 STATE STREET, SUITE 2500 (Street) BOSTON MA 02109 (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* Chestnut Venture Partners LP (Last) (First) (Middle) C/O M/C PARTNERS 75 STATE STREET, SUITE 2500 (Street) BOSTON MA 02109 (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* Chestnut Street Partners Inc (Last) (First) (Middle) C/O M/C PARTNERS 75 STATE STREET, SUITE 2500 (Street) BOSTON MA 02109 (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. Following the reported transaction, consists of (i) 23,314,888 shares held of record by M/C Venture Partners VI, L.P., (ii) 723,716 shares held of record by M/C Venture Investors L.L.C., (iii) no shares held of record by M/C Venture Partners V, L.P. and (iv) no shares held of record by Chestnut Venture Partners, L.P. (together, the "M/C Shareholders"). M/C VP VI, L.P. is the sole general partner of M/C Venture Partners VI, L.P. and M/C Venture Partners, LLC is the sole general partner of M/C VP VI, L.P. M/C VP V LLC is the sole general partner of M/C Venture Partners V, L.P. (continued)

2. (continued from footnote 1) Chestnut Street Partners, Inc. is the sole general partner of Chestnut Venture Partners, L.P. As the Managers of M/C Venture Partners, LLC, M/C Venture Investors L.L.C. and M/C VP V LLC, Gillis S. Cashman, Brian M. Clark, David D. Croll, James F. Wade and John W. Watkins collectively have direct or indirect investment and voting authority over the securities held by M/C Venture Partners VI, L.P., M/C Venture Investors L.L.C. and M/C Venture Partners V, L.P. David D. Croll and James F. Wade collectively have investment and voting authority over the securities held by Chestnut Venture Partners, L.P. Each of the foregoing entities and individuals disclaims beneficial ownership of the shares held of record by the M/C Shareholders, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	M/C VENTURE PARTNERS VI, L.P., By: M/C VP VI, LLC, its general partner, By: M/C Venture Partners, LLC, its general partner, By: /s/ Gillis S. Cashman, Manager	10/23/2014
	M/C VP VI, LLC, By: M/C Venture Partners, LLC, its general partner, By: /s/ Gillis S. Cashman, Manager	10/23/2014
	M/C VENTURE PARTNERS, LLC, By: /s/ Gillis S. Cashman, Manager	10/23/2014
	M/C VENTURE INVESTORS L.L.C., By: /s/ Gillis S. Cashman, Manager	10/23/2014
	M/C VENTURE PARTNERS V, L.P., By: M/C VP V, LLC, its general partner, By: /s/ Gillis S. Cashman, Manager	10/23/2014
	M/C VP V, LLC, By: /s/ Gillis S. Cashman, Manager	10/23/2014
	CHESTNUT VENTURE PARTNERS, L.P., By: Chestnut Street Partners, Inc., its general partner, By: /s/ David D. Croll, President	10/23/2014
	CHESTNUT STREET PARTNERS, INC., By: /s/ David D. Croll, President	10/23/2014
	** 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.