X0306 4 2015-09-21 0 0001608249 Zayo Group Holdings, Inc. ZAYO 0001622604 Erickson Matthew 1805 29TH STREET SUITE 2050 BOULDER CO 80301 0 1 0 0 See Remarks Common Stock, par value $0.001 per share 2015-09-21 4 S 0 7300 28.1821 D 716198 D Common Stock, par value $0.001 per share 2015-09-22 4 S 0 2000 26.4463 D 714198 D Common Stock, par value $0.001 per share 261821 I By MRE 2015 GRAT The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 29, 2015. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.71 to $28.36. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in in this footnote. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.28 to $26.52. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in in this footnote. President & COO, Zayo Physical Infrastructure /s/ Scott E. Beer, as attorney-in-fact 2015-09-23