X0306 4 2016-10-03 0 0001608249 Zayo Group Holdings, Inc. ZAYO 0001622337 Morley Christopher 1805 29TH STREET SUITE 2050 BOULDER CO 80301 0 1 0 0 President & COO Common Stock 2016-10-03 4 S 0 3561 29.64 D 489895 D Common Stock 2016-10-04 4 S 0 25000 30.01 D 464895 D Common Stock 152926 I By Mango 2014 Grantor Retained Annuity Trust Common Stock 860 I By Mango Holdings, LLC The sale reported was mandated by the Company's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a Rule 10b5-1 "sell-to-cover" transaction and does not represent a discretionary trade by the reporting person. The shares were sold in one transaction at the price reported. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 10, 2016. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.17. 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/ Laura Littman, as attorney-in-fact 2016-10-05