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CUSIP No. 98919V105
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13D
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Page 3 of 5 Pages
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Item 1. Security and Issuer.
This Schedule 13D (the Schedule) relates to the common stock, par value $0.001 per share (Shares), of Zayo Group
Holdings, Inc., a Delaware corporation (the Issuer).
The principal executive offices of the Issuer are located at 1821 30th
Street, Unit A, Boulder, CO 80301.
Item 2. Identity and Background.
This Schedule is being filed by BlackRock, Inc. (BlackRock). BlackRock is a Delaware corporation that, through its subsidiaries,
provides diversified investment management directly and indirectly through various investment products to institutions, intermediaries and individual investors. Investment management services primarily consist of the management of equity, fixed
income, multi-asset class, alternative investment and cash management products. BlackRock, through its subsidiaries, offers its investment products in a variety of accounts, including
open-end
and
closed-end
mutual funds, iShares® exchange-traded funds, collective investment trusts and separate accounts. In addition, BlackRock, through its subsidiaries, provides market risk management, financial markets
advisory and enterprise investment system services to a broad base of clients. Financial markets advisory services include valuation services relating to illiquid securities, dispositions and workout assignments (including long-term portfolio
liquidation assignments), risk management and strategic planning and execution. The principal office and business address of BlackRock is 55 East 52nd Street, New York, NY 10055.
Certain of the securities reported herein were previously included in a statement on Schedule 13G filed by BlackRock on February 8, 2019.
BlackRock did not acquire any beneficial ownership of Shares with the purpose or effect of changing or influencing the control of the Issuer or as a participant in any transaction having such purpose or effect, or in connection with any plan or
proposal that would be subject to disclosure under Item 4 of the Schedule with respect to the Issuer. BlackRock subsidiaries, as the investment advisers to certain client accounts, hold Shares in their ordinary course of business, not with the
purpose or effect of changing or influencing the control of the Issuer or as a participant in any transaction having such purpose or effect, and not in connection with any plan or proposal that would be subject to disclosure under Item 4 of the
Schedule with respect to the Issuer. Therefore, BlackRock does not believe that it is required to file the Schedule pursuant to
Rule 13d-1 under
the Act, however, BlackRock is voluntarily filing this
Schedule because certain of its other affiliates entered into the transactions described in Item 4 below.
(a) (c) and
(f) Current information concerning the identity and background of each of the executive officers and directors of BlackRock is set forth on
Annex A
(collectively, the Covered Persons), attached hereto and incorporated herein
by reference.
(d) and (e)
During the last five years, none of BlackRock or, to the best of its knowledge, any of the Covered Persons has (i) been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on
Annex B
, attached hereto, has been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to
such laws.
Neither the present filing nor anything contained herein shall be construed as an admission that BlackRock constitutes a
person for any purposes other than Section 13(d) of the Act.
Item 3. Source and Amount of Funds or Other Consideration.
As of May 15, 2019, BlackRock, in its role as the ultimate parent of investment advisers to certain client accounts, held beneficial
ownership of 12,140,295 Shares acquired prior to such date for an aggregate purchase price of $378,088,272.88. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of
business of BlackRocks investment adviser subsidiaries.
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