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
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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*
GTCR FUND X/A LP

(Last) (First) (Middle)
300 NORTH LASALLE STREET, SUITE 5600

(Street)
CHICAGO IL 60654

(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)
05/31/2017
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 05/31/2017 S 4,650,000 D $31.9 37,473,334(4) I See footnotes(1)(2)
Common Stock 05/31/2017 J(3) 350,000 D $0.00 37,123,334(4) 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*
GTCR FUND X/A LP

(Last) (First) (Middle)
300 NORTH LASALLE STREET, SUITE 5600

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GTCR FUND X/C LP

(Last) (First) (Middle)
300 NORTH LASALLE STREET, SUITE 5600

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GTCR Investors (CII) LP

(Last) (First) (Middle)
300 NORTH LASALLE STREET, SUITE 5600

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GTCR Partners X/A&C LP

(Last) (First) (Middle)
300 NORTH LASALLE STREET, SUITE 5600

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GTCR CO-INVEST X LP

(Last) (First) (Middle)
300 NORTH LASALLE STREET, SUITE 5600

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GTCR Investment X LLC

(Last) (First) (Middle)
300 NORTH LASALLE STREET, SUITE 5600

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
Explanation of Responses:
1. Following the transaction reported herein, consists of (i) 18,402,462 shares held of record by GTCR Fund X/A LP; (ii) 5,267,289 shares held of record by GTCR Fund X/C LP; (iii) 162,513 shares held of record by GTCR Co-Invest X LP; and (iv) 13,291,070 shares held of record by GTCR Investors (CII) LP (collectively, the "GTCR Shareholders"). GTCR Partners X/A&C LP is the general partner of each of GTCR Fund X/A LP, GTCR Fund X/C LP and GTCR Investors (CII) LP. GTCR Investment X LLC is the general partner of each of GTCR Co-Invest X LP and GTCR Partners X/A&C LP. GTCR Investment X LLC is managed by an eight-member board of managers (the "GTCR Board of Managers"). (continued)
2. (continued from footnote 1) Each of the foregoing entities and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares held of record by the GTCR 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.
3. Represents a distribution of an aggregate of 350,000 shares of Common Stock to certain affiliates of the GTCR Shareholders for no value.
4. Includes shares received in a pro rata distribution from Communications Infrastructure Investments, LLC to each of its members.
Remarks:
GTCR FUND X/A LP, By: GTCR Partners X/A&C LP, its general partner, By: GTCR Investment X LLC, its general partner, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel 06/02/2017
GTCR INVESTORS (CII) LP, By: GTCR Partners X/A&C LP, its general partner, By: GTCR Investment X LLC, its general partner, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel 06/02/2017
GTCR PARTNERS X/A&C LP, By: GTCR Investment X LLC, its general partner, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel 06/02/2017
GTCR INVESTMENT X LLC, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel 06/02/2017
GTCR FUND X/C LP, By: GTCR Partners X/A&C LP, its general partner, By: GTCR Investment X LLC, its general partner, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel 06/02/2017
GTCR CO-INVEST X LP, By: GTCR Investment X LLC, its general partner, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel 06/02/2017
** 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).
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