X0306 4 2016-08-22 0 0001608249 Zayo Group Holdings, Inc. ZAYO 0001622429 desGarennes Kenneth 1805 29TH STREET SUITE 2050 BOULDER CO 80301 0 1 0 0 Chief Financial Officer Common Stock 2016-08-22 4 S 0 50000 28.99 D 2130664 D Common Stock 2016-08-22 4 S 0 12500 28.98 D 418697 I By Tablerock Investments II, LLC Common Stock 17 I By Tablerock Investments, LLC The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 11, 2015. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.62 to $29.18. 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 $28.62 to $29.18. 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. /s/ Ken desGarennes 2016-08-23