Columbia Capital Employee Investors IV Form 4 Zayo / CAPITAL EQUITY PARTNERS IV QP L P COLUMBIA ownership change

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^*

COLUMBIA CAPITAL EQUITY PARTNERS IV QP L P

(Last) (First) (Middle)

204 S. UNION STREET

(Street)

ALEXANDRIA VA 22314

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

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		2,750,000	D	$26.5295	21,288,606	I	See footnotes(1)(2)(3)(4)

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^*

COLUMBIA CAPITAL EQUITY PARTNERS IV QP L P

(Last) (First) (Middle)

204 S. UNION STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Columbia Capital Equity Partners IV, L.P.

(Last) (First) (Middle)

204 S. UNION STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Columbia Capital IV, LLC

(Last) (First) (Middle)

204 S. UNION STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLUMBIA CAPITAL EQUITY PARTNERS IV QPCO L P

(Last) (First) (Middle)

204 S. UNION STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Columbia Capital Employee Investors IV, L.P.

(Last) (First) (Middle)

204 S. UNION STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLUMBIA CAPITAL EQUITY PARTNERS III QP LP

(Last) (First) (Middle)

204 S. UNION STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLUMBIA CAPITAL EQUITY PARTNERS III LP

(Last) (First) (Middle)

204 S. UNION STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLUMBIA CAPITAL III LLC

(Last) (First) (Middle)

204 S. UNION STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLUMBIA CAPITAL EQUITY PARTNERS III CAYMAN LP

(Last) (First) (Middle)

204 S. UNION STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

Explanation of Responses:

1. Following the reported transaction, consists of (i) 18,438,796 shares held of record by Columbia Capital Equity Partners IV (QP), L.P. ("CCEP IV (QP)"), (ii) 2,268,662 shares held of record by Columbia Capital Equity Partners IV (QPCO), L.P. ("CCEP IV (QPCO)"), (iii) 140,253 shares held of record by Columbia Capital Employee Investors IV, L.P. ("CCEI IV"), (iv) 236,925 shares held of record by Columbia Capital Equity Partners III (QP), L.P. ("CCEP III (QP)"), (v) 130,108 shares held of record by Columbia Capital Equity Partners III (Cayman) L.P. ("CCEP III (Cayman)"), (vi) 13,088 shares held of record by Columbia Capital Equity Partners III (AI), L.P. ("CCEP III (AI)"), (vii) 58,459 shares held of record by Columbia Capital Investors III, L.L.C. ("CCI III") and (viii) 2,315 shares held of record by Columbia Capital Employee Investors III, L.L.C. ("CCEI III") (collectively, the "Columbia Entities"). (continued)

2. (continued from footnote 1) Columbia Capital Equity Partners IV, L.P. ("CCEP IV") is the general partner of CCEP IV (QP) and CCEP IV (QPCO). Columbia Capital IV, LLC ("CC IV") is the general partner of CCEP IV and CCEI IV. CC IV has sole voting and investment power over the shares held directly and indirectly by the entities of which it is the general partner as described above. James B. Fleming, Jr. controls CC IV, and as a result, he exercises voting and investment control over all the shares held by CCEP IV (QP), CCEP IV (QPCO) and CCEI IV. The general partner of CCEP III (Cayman) is Columbia Capital Equity Partners (Cayman) III, Ltd. Columbia Capital Equity Partners III, L.P. ("CCEP III") is the sole stockholder of Columbia Capital Equity Partners (Cayman) III, Ltd. and is also the managing member of CCI III and CCEI III. CCEP III is also the general partner of CCEP III (QP) and CCEP III (AI). The general partner of CCEP III is Columbia Capital III, LLC ("CCIII"). (continued)

3. (continued from footnote 2) Mr. Fleming controls CCIII, and as a result, he exercises voting and investment control over all the shares held by CCEP III (QP), CCEP III (AI), CCEP III (Cayman), CCI III and CCEI III. Each of the foregoing entities and Mr. Fleming disclaims beneficial ownership of the shares held of record by the Columbia Entities, except to the extent of their or his pecuniary interest therein, and this report shall not be deemed an admission that they or he is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. Due to the limitations of the electronic filing system, Columbia Capital Equity Partners III (AI), L.P., Columbia Capital Investors III, L.L.C., Columbia Capital Employee Investors III, L.L.C., Columbia Capital Equity Partners (Cayman) III, Ltd. and James B. Fleming, Jr. are filing a separate Form 4.

Remarks:

	COLUMBIA CAPITAL EQUITY PARTNERS IV (QP), L.P., By: Columbia Capital Equity Partners IV, L.P., its general partner, By: Columbia Capital IV, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President	05/28/2015
	COLUMBIA CAPITAL EQUITY PARTNERS IV, L.P., By: Columbia Capital IV, LLC, its general partner, /s/ By: Donald A. Doering, Executive Vice President	05/28/2015
	COLUMBIA CAPITAL IV, LLC, By: /s/ Donald A. Doering, Executive Vice President	05/28/2015
	COLUMBIA CAPITAL EQUITY PARTNERS IV (QPCO), L.P., By: Columbia Capital Equity Partners IV, L.P., its general partner, By: Columbia Capital IV, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President	05/28/2015
	COLUMBIA CAPITAL EMPLOYEE INVESTORS IV, L.P., By: Columbia Capital IV, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President	05/28/2015
	COLUMBIA CAPITAL EQUITY PARTNERS III (QP), L.P., By: Columbia Capital Equity Partners III, L.P., its general partner, By: Columbia Capital III, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President	05/28/2015
	COLUMBIA CAPITAL EQUITY PARTNERS III, L.P., By: Columbia Capital III, LLC, its general partner, By: /s/ Donald A. Doering, Executive Vice President	05/28/2015
	COLUMBIA CAPITAL III, LLC, By: /s/ Donald A. Doering, Executive Vice President	05/28/2015
	COLUMBIA CAPITAL EQUITY PARTNERS III (CAYMAN), L.P., By: Columbia Capital Equity Partners (Cayman) III, Ltd., By: Columbia Capital Equity Partners III, L.P., By: Columbia Capital III, LLC, By: /s/ Donald A. Doering, Executive Vice President	05/28/2015
	** Signature of Reporting Person	Date
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