SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

13,367,476 (*)

SHARED VOTING POWER

0 (*)

SOLE DISPOSITIVE POWER

14,625,249 (*)

SHARED DISPOSITIVE POWER

0 (*)


CUSIP No. 98919V105		Amendment No. 1 to Schedule 13D		Page 3 of 4 Pages

Item 1. Security and Issuer.

This Amendment No. 1 (this “Amendment No. 1”) to Schedule 13D is being filed by BlackRock, Inc. (“BlackRock”). The Schedule 13D filed on May 17, 2019 (the “Initial Statement”) by the Reporting Person relating to the common stock, par value $0.001 per share (“Shares”), of Zayo Group Holdings, Inc., a Delaware corporation (the “Issuer”), is hereby amended as set forth below in this Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Initial Statement filed with the Securities and Exchange Commission. This Amendment No. 1 amends Items 2, 3 and 5 as set forth below.

Information in the Initial Statement remains in effect except to the extent that it is amended or superseded by subsequently filed information, including information in this Amendment No. 1.

Item 2. Identity and Background.

The information in Item 2 is hereby amended by replacing the third paragraph thereof with the following:

(a) – (c) and (f) Current information concerning the identity and background of each of the executive officers and directors of BlackRock is set forth on Annex A (collectively, the “Covered Persons”), attached hereto and incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration.

The information in Item 3 is hereby amended and restated in its entirety to read as follows:

As of December 23, 2019, BlackRock, in its role as the ultimate parent of investment advisers to certain client accounts, held beneficial ownership of 14,625,249 Shares acquired prior to such date for an aggregate purchase price of $458,059,051.07. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of BlackRock’s investment adviser subsidiaries.

Item 5. Interest in Securities of the Issuer.

The information in Item 5 is hereby amended and restated in its entirety to read as follows:

(a) and (b) The responses of BlackRock to Rows (7) through (11) of the cover page of this Amendment No. 1 are incorporated herein by reference. In addition, pursuant to Section 13(d)(3) of the Act, BlackRock and Colony Capital and/or its affiliates may on the basis of the facts described in the Initial Statement be considered to be a “group.” BlackRock disclaims any membership or participation in a “group” with Colony Capital and/or its affiliates and further disclaims beneficial ownership of any Shares beneficially owned by Colony Capital and/or its affiliates, including 25,000 Shares believed to be beneficially owned by Colony Capital and/or its affiliates on May 17, 2019.

The Shares beneficially owned by BlackRock include Shares beneficially owned by its subsidiaries, including BlackRock (Luxembourg) S.A., BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock International Limited, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC, BlackRock (Netherlands) B.V., BlackRock (Singapore) Limited, BlackRock Asset Management Schweiz AG, BlackRock Fund Managers Ltd, BlackRock Investment Management (Australia) Limited, BlackRock Japan Co., Ltd., and BlackRock Life Limited, none of which beneficially owns in excess of 5% of the outstanding Shares.

Except as set forth herein, neither BlackRock nor, to the knowledge of BlackRock, the Covered Persons beneficially own any Shares as of December 23, 2019.

(c) Annex C, attached hereto, sets forth transactions in the Shares that were effected during the 60-day period ended December 23, 2019. The transactions in the Shares described on Annex C were effected on securities exchanges unless otherwise indicated therein.


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BlackRock, Inc. (TIN: 32-0174431)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) OO – Funds of investment advisory clients.
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☒
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


BlackRock, Inc.

By:		/s/ David Maryles
		Name: David Maryles
		Title: Attorney-in-Fact


Name	Position	Business Address	Citizenship
Laurence D. Fink	Chairman and Chief Executive Officer	55 East 52nd Street New York, NY 10055	U.S.

Robert S. Kapito	President	55 East 52nd Street New York, NY 10055	U.S.

Gary S. Shedlin	Senior Managing Director and Chief Financial Officer	55 East 52nd Street New York, NY 10055	U.S.

Robert L. Goldstein	Senior Managing Director, Chief Operating Officer & Global Head of BlackRock Solutions	55 East 52nd Street New York, NY 10055	U.S.

Rachel Lord	Senior Managing Director and Head of Europe, Middle East and Africa	Drapers Gardens 12 Throgmorton Avenue London EC2N 2DL United Kingdom	U.K.

J. Richard Kushel	Senior Managing Director and Head of Multi-Asset Strategies and Global Fixed Income	55 East 52nd Street New York, NY 10055	U.S.

Mark S. McCombe	Senior Managing Director and Chief Client Officer	55 East 52nd Street New York, NY 10055	U.K.

Christopher J. Meade	Senior Managing Director, Chief Legal Officer and General Counsel	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Geraldine Buckingham	Senior Managing Director and Chairman of BlackRock Asia Pacific	16/F Champion Tower 3 Garden Road Central, Hong Kong	Australia

Mark Wiedman	Senior Managing Director, Head of International and Corporate Strategy	BlackRock, Inc. 55 East 52^nd Street New York, NY 10055	U.S.

Manish Mehta	Senior Managing Director, Global Head of Human Resources	400 Howard Street San Francisco, CA 94105	U.S.


Name	Principal Occupation or Employment	Business Address	Citizenship
Laurence D. Fink	Chairman and Chief Executive Officer	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Robert S. Kapito	President	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Mathis Cabiallavetta	Public Company Board Member	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	Switzerland

William S. Demchak	The PNC Financial Services Group, Inc. – President, Chairman and CEO	The PNC Financial Services Group, Inc. One PNC Plaza Avenue Pittsburgh, PA 15222	U.S.

William E. Ford	General Atlantic – Chief Executive Officer	General Atlantic Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055	U.S.

Murry S. Gerber	Public Company Board Member	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Margaret L. Johnson	Microsoft Corporation – Executive Vice President of Business Development	Microsoft One Microsoft Way Redmond, WA 98052	U.S.

Gordon M. Nixon	Public Company Board Member	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	Canada

Charles H. Robbins	Cisco Systems, Inc. – Chief Executive Officer and Board Member	Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134	U.S.

Ivan G. Seidenberg	Retired	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Pamela Daley	Public Company Board Member	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Jessica Einhorn	Public Company Board Member	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Fabrizio Freda	The Estée Lauder Companies Inc. – President and Chief Executive Officer	The Estée Lauder Companies Inc. 767 Fifth Avenue, 40th Floor New York, NY 10153	Italy & U.S.


Cheryl D. Mills	BlackIvy Group – Chief Executive Officer	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Marco Antonio Slim Domit	Grupo Financiero Inbursa, S.A.B. de C.V. – Chairman	Grupo Financiero Inbursa Av. Paseo de las Palmas, #736 Floor 1 Colonia Lomas de Chapultepec C.P. 11000, México D.F.	Mexico

Susan L. Wagner	Public Company Board Member	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Mark Wilson	Public Company Board Member	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	New Zealand

Bader M. Alsaad	Public Company Board Member	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	Kuwait