0001209191-20-017142.txt : 20200309 0001209191-20-017142.hdr.sgml : 20200309 20200309113918 ACCESSION NUMBER: 0001209191-20-017142 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200309 FILED AS OF DATE: 20200309 DATE AS OF CHANGE: 20200309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drake Scott William CENTRAL INDEX KEY: 0001527909 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36690 FILM NUMBER: 20697052 MAIL ADDRESS: STREET 1: 9965 FEDERAL DRIVE CITY: COLORADO SPRINGS STATE: CO ZIP: 80921 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zayo Group Holdings, Inc. CENTRAL INDEX KEY: 0001608249 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 261398293 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1821 30TH ST STREET 2: UNIT A CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-381-4683 MAIL ADDRESS: STREET 1: 1821 30TH ST STREET 2: UNIT A CITY: BOULDER STATE: CO ZIP: 80301 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-09 1 0001608249 Zayo Group Holdings, Inc. ZAYO 0001527909 Drake Scott William 1821 30TH STREET, UNIT A BOULDER CO 80301 1 0 0 0 Common Stock 2020-03-09 4 D 0 10430 D 0 D Restricted Stock Units 2020-03-09 4 D 0 1911 D Common Stock 1911 0 D On May 8, 2019, Zayo Group Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Front Range TopCo, Inc. ("Parent") and Front Range BidCo, Inc. ("Merger Sub"). On March 9, 2020, Merger Sub merged with any into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $35 (the "Merger Consideration"), without interest and not including any required withholding of taxes. Each unvested Part C RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for such RSU, to be paid in full to the Reporting Person on March 31, 2020, without interest and not including any required withholding of taxes. On January 6, 2020, the Reporting Person was granted the reported number of Part C RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, to be paid in full to the Reporting Person on March 31, 2020, without interest and not including any required withholding of taxes. /s/ Shira Cooks, as attorney in fact 2020-03-09 EX-24.4_902605 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned hereby constitutes and appoints the Chief Financial Officer of Zayo Group Holdings, Inc. (the "Company"), the Secretary of the Company and each Assistant Secretary of the Company with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto (the "Form ID"), and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation of the SEC; (2) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC, any and all Forms 3, 4, and 5 (the "Section 16 Filings"), including amendments thereto, required to be filed under Section 16(a) of the Exchange Act and the rules thereunder with respect to equity securities of the Company; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Form ID and any Section 16 Filings and to file such Form ID and any Section 16 Filings with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming that the attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby authorizes, approves, and ratifies any and all prior actions taken by such attorney-in-fact in connection with the matters contemplated herein. The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, does not assume any of the undersigned's responsibilities to comply with the Exchange Act or any rule or regulation of the SEC. This Power of Attorney shall remain in full force and effect for such time as the attorney-in-fact, or his substitute or substitutes, shall remain an officer of the Company, or until the undersigned is no longer required to file a Form ID, any Section 16 Filings, or any amendments or changes thereto, with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of October 16, 2018. By: /s/ Scott Drake