X0306 4 2018-01-02 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 2018-01-02 4 S 0 17723 36.39 D 4383535 D Common Stock 2018-01-03 4 S 0 9140 36.14 D 4374395 D Common Stock 2018-01-08 4 S 0 87741 36.05 D 4286654 D Common Stock 2018-01-08 4 S 0 189656 36.05 D 176909 I By Bear Equity, LLC Common Stock 1130957 I By Bear Investments, LLLP Common Stock 4500000 I DPC Papa Bear Enterprises, LLC Restricted Stock Units 2018-01-05 4 A 0 46863 0.00 A Common Stock 46863 46863 D 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 August 24, 2017. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.89 to $36.15. 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 reporting person disclaims beneficial ownership of the shares held by DPC Papa Bear Enterprises, LLC, except to the extent of his pecuniary interest therein. 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 March 31, 2019. /s/ Laura Littman, as attorney-in-fact 2018-01-08