X0306 4 2016-10-06 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 2016-10-06 4 S 0 6028 31.01 D 4375530 D Common Stock 1327066 I By Bear Equity, LLC Common Stock 1130957 I By Bear Investments, LLLP Common Stock 4500000 I By DPC Papa Bear Enterprises, LLC Common Stock 1137 I By VP 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 reporting person disclaims beneficial ownership of the shares held by DPC Papa Bear Enterprises, LLC, except to the extent of his pecuniary interest therein. 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/ Laura Littman, as attorney-in-fact 2016-10-06