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
X
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)
03/17/2015
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 03/17/2015 S 3,216,055 D $26.5295 20,997,419 I See Footnotes(1)(2)(3)
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)
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)
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)
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)
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)
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)
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)
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)
1. Name and Address of Reporting Person*
Corelink Data Centers, LLC

(Last) (First) (Middle)
C/O M/C PARTNERS
75 STATE STREET, SUITE 2500

(Street)
BOSTON MA 02109

(City) (State) (Zip)
Explanation of Responses:
1. Prior to the transaction reported herein, 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) 174,870 shares held of record by Core link Data Centers, LLC (together, the "M/C Shareholders"). M/C Venture Partners V, LP, M/C VP V, LLC, Chestnut Venture Partners, LP, and Chestnut Street Partners, Inc. hold no shares of the issuer and are included on this form for the sole purpose of reporting that they are no longer subject to the Section 16.
2. M/C Venture Partners VI,L.P. is the managing member of Corelink Data Centers, LLC. 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. 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.
3. 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 05/20/2015
M/C VP VI, LLC, By: M/C Venture Partners, LLC, its general partner, By: /s/ Gillis S. Cashman. Manager 05/20/2015
M/C VENTURE PARTNERS, LLC, By: /s/ Gillis S. Cashman, Manager 05/20/2015
M/C VENTURE INVESTORS L.L.C., By: /s/ Gillis S. Cashman, Manager 05/20/2015
M/C VENTURE PARTNERS V, L.P., By: M/C VP V, LLC, its general partner, By: /s/ Gillis S. Cashman, Manager 05/20/2015
M/C VP V, LLC, By: /s/ Gillis S. Cashman, Manager 05/20/2015
CHESTNUT VENTURE PARTNERS, L.P., By: Chestnut Street Partners, Inc., its general partner, By: /s/ David D. Croll, President 05/20/2015
CHESTNUT STREET PARTNERS, INC., By: /s/ David D. Croll, President 05/20/2015
CORELINK DATA CENTERS, LLC, By: M/C Venture Partners VI, L.P., its managing member, By: M/C VP VI, L.P., its general partner, By: M/C Venture Partners, LLC, its general partner, By: /s/ Gillis S. Cashman, Manager 05/20/2015
** 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.