X0306 4 2016-06-01 0 0001608249 Zayo Group Holdings, Inc. ZAYO 0001622435 Caruso Daniel 1805 29TH STREET SUITE 2050 BOULDER CO 80301 1 1 0 0 CEO Common Stock 2016-06-01 4 S 0 13000 27.92 D 7926106 D Common Stock 1335270 I By Bear Equity, LLC Common Stock 1127658 I By Bear Investments, LLLP Common Stock 281 I By VP Holdings, LLC The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 18, 2016. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.85 to $28.01. 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 reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. /s/ Ken desGarennes, as attorney-in-fact 2016-06-03