X0306 4 2017-02-23 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 2017-02-23 4 S 0 29643 31.27 D 1016606 D Common Stock 2017-02-23 4 S 0 9242 31.27 D 308002 I By Tablerock Investments II, LLC Common Stock 45 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 24, 2016. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.09 to $31.87. 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 $31.10 to $31.83. 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 reported securities are held by Tablerock Investments II, LLC, a Colorado limited liability company ("Tablerock II") of which the reporting person is the sole manager. Tablerock II is owned by the reporting person and the desGarennes Exempt Descendants' Trust as well as two grantor retained annuity trusts for the benefit of the reporting person and his children. The reporting person disclaims beneficial ownership of the Common Stock held by Tablerock II, except to the extent of his pecuniary interest therein. /s/ Laura Littman, as attorney-in-fact 2017-02-23