X0306 4 2018-01-02 0 0001608249 Zayo Group Holdings, Inc. ZAYO 0001717324 Steinfort Matt 1805 29TH STREET SUITE 2050 BOULDER CO 80301 0 1 0 0 CFO Common Stock 2018-01-02 4 S 0 1632 36.39 D 5565 D Common Stock 2018-01-03 4 S 0 259 36.14 D 5306 D Restricted Stock Units 2018-01-05 4 A 0 5159 0.00 A Common Stock 5159 5159 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 multiple transactions at the price reported. The shares were sold in one transaction 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 March 31, 2019. /s/ Laura Littman, as attorney-in-fact 2018-01-08