X0306 4 2017-02-28 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 2017-03-01 4 S 0 25000 32.00 D 424967 D Common Stock 156696 I By Mango 2014 Grantor Retained Annuity Trust Common Stock 860 I By Mango Holdings, LLC Restricted Stock Units 2017-02-28 4 A 0 42517 0.00 A Common Stock 42517 42517 D Restricted Stock Units 2017-02-28 4 A 0 2353 0.00 A Common Stock 2353 2353 D The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2016. These shares were sold in multiple transactions at the price reported. 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 December 31, 2017. Each Part A restricted stock unit converts into one share of Zayo Group Holdings, Inc. common stock. The restricted stock units vest in full on March 31, 2018. /s/ Laura Littman, as attorney-in-fact 2017-03-01