X0306 4 2016-08-31 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 Restricted Stock Units 2016-08-31 4 A 0 53752 0.00 A Common Stock 53752 53752 D Restricted Stock Unit 2016-08-31 4 A 0 9637 0.00 A Common Stock 9637 9637 D Each Part B restricted stock unit represents a contingent right to receive one share of Zayo Group Holdings, Inc. (the "Company") common stock. The reported number of restricted stock units assumes target level stock price performance. Upon vesting, the number of shares of common stock received by the reporting person will be determined based on the Company's historical stock price performance. The restricted stock units vest in full on September 30, 2017. Each Part A restricted stock unit converts into one share of Zayo Group Holdings, Inc. common stock. /s/ Laura Littman as attorney-in-fact 2016-09-02