X0306 4 2015-01-04 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 2015-01-04 4 S 0 67890 26.438 D 7771295 D Common Stock 2015-01-05 4 S 0 27000 26.7806 D 1387249 I By Bear Equity, LLC Common Stock 1126895 I By Bear Investments, LLLP Common Stock 84 I By VP Holdings, LLC The sale reported was effected pursuant to a sell-to-cover Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2015. This sale is mandated by the Company's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "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. Reflects gift of 34,000 shares of common stock to The Caruso Foundation made on December 29, 2015 but not yet reflected in amount of securities beneficially owned. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 29, 2015. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.56 to $26.93. 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. /s/ Ken desGarennes, as attorney-in-fact 2015-01-07