CB Offshore Equity Fund VI Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Charlesbank Equity Fund VI, Limited Partnership

(Last) (First) (Middle)

C/O CHARLESBANK CAPITAL PARTNERS, LLC

200 CLARENDON, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zayo Group Holdings, Inc. [ ZAYO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/17/2015		S		3,107,869	D	$26.5295	19,832,868	I	See Footnotes(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Charlesbank Equity Fund VI, Limited Partnership

(Last) (First) (Middle)

C/O CHARLESBANK CAPITAL PARTNERS, LLC

200 CLARENDON, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Charlesbank Equity Fund VI GP, Limited Partnership

(Last) (First) (Middle)

C/O CHARLESBANK CAPITAL PARTNERS, LLC

200 CLARENDON, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHARLESBANK CAPITAL PARTNERS LLC

(Last) (First) (Middle)

C/O CHARLESBANK CAPITAL PARTNERS, LLC

200 CLARENDON, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CB Offshore Equity Fund VI LP

(Last) (First) (Middle)

C/O CHARLESBANK CAPITAL PARTNERS, LLC

200 CLARENDON, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Charlesbank Equity Coinvestment Fund VI Limited Partnership

(Last) (First) (Middle)

C/O CHARLESBANK CAPITAL PARTNERS, LLC

200 CLARENDON, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP

(Last) (First) (Middle)

C/O CHARLESBANK CAPITAL PARTNERS, LLC

200 CLARENDON, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Following the reported transaction, consists of (i) 17,032,309 shares held of record by Charlesbank Equity Fund VI, Limited Partnership ("Fund VI"), (ii) 1,979,491 shares held of record by CB Offshore Equity Fund VI, L.P. ("Offshore VI"), (iii) 763,318 shares held of record by Charlesbank Equity Coinvestment Fund VI, Limited Partnership ("Coinvest VI" and, together with Fund VI and Offshore VI, the "Charlesbank Funds") and (iv) 57,750 shares held of record by Charlesbank Coinvestment Partners, Limited Partnership ("Coinvest"). Charlesbank Equity Fund VI GP, Limited Partnership ("Equity VI GP") is the general partner of each of the Charlesbank Funds. Charlesbank Capital Partners, LLC ("Charlesbank") is the general partner of Coinvest and Equity VI GP. (continued)

2. (continued from footnote 1) Pursuant to an investment and advisory agreement with each of the Charlesbank Funds, an investment committee (the "Investment Committee") consisting of ten members, each a Managing Director of Charlesbank, has investment and voting authority over the securities held by the Charlesbank Funds. Each of the foregoing entities and the individual members of the Investment Committee disclaims beneficial ownership of the shares held of record by the Charlesbank Funds and Coinvest, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	CHARLESBANK EQUITY FUND VI, LIMITED PARTNERSHIP, By: Charlesbank Equity Fund VI GP, Limited Partnership, its general partner, By: Charlesbank Capital Partners, LLC, its general partner, By: /s/ Tami Nason, General Counsel	03/24/2015
	CHARLESBANK EQUITY FUND VI GP, LIMITED PARTNERSHIP, By: Charlesbank Capital Partners, LLC, its general partner, By: /s/ Tami Nason, General Counsel	03/24/2015
	CHARLESBANK CAPITAL PARTNERS, LLC, By: /s/ Tami Nason, General Counsel	03/24/2015
	CB OFFSHORE EQUITY FUND VI, L.P., By: Charlesbank Equity Fund VI GP, Limited Partnership, its general partner, By: Charlesbank Capital Partners, LLC, its general partner, By: /s/ Tami Nason, General Counsel	03/24/2015
	CHARLESBANK EQUITY COINVESTMENT FUND VI, LIMITED PARTNERSHIP, By: Charlesbank Equity Fund VI GP, Limited Partnership, its general partner, By: Charlesbank Capital Partners, LLC, its general partner, By: /s/ Tami Nason, General Counsel	03/24/2015
	CHARLESBANK COINVESTMENT PARTNERS, LIMITED PARTNERSHIP, By: Charlesbank Capital Partners, LLC, its general partner, By: /s/ Tami Nason, General Counsel	03/24/2015
	** Signature of Reporting Person	Date
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