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CUSIP No. 98919V105
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Amendment No. 1 to Schedule 13D
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Page 3 of 4 Pages
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Item 1. Security and Issuer.
This Amendment No. 1 (this Amendment No. 1) to Schedule 13D is being filed by BlackRock, Inc. (BlackRock).
The Schedule 13D filed on May 17, 2019 (the Initial Statement) by the Reporting Person relating to the common stock, par value $0.001 per share (Shares), of Zayo Group Holdings, Inc., a Delaware corporation (the
Issuer), is hereby amended as set forth below in this Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Initial Statement filed with the Securities and Exchange
Commission. This Amendment No. 1 amends Items 2, 3 and 5 as set forth below.
Information in the Initial Statement remains in effect
except to the extent that it is amended or superseded by subsequently filed information, including information in this Amendment No. 1.
Item 2. Identity and Background.
The information in Item 2 is hereby amended by replacing the third paragraph thereof with the following:
(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.
Item 3. Source and Amount of Funds or Other Consideration.
The information in Item 3 is hereby amended and restated in its entirety to read as follows:
As of December 23, 2019, BlackRock, in its role as the ultimate parent of investment advisers to certain client accounts, held beneficial
ownership of 14,625,249 Shares acquired prior to such date for an aggregate purchase price of $458,059,051.07. 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.
Item 5. Interest in Securities of the Issuer.
The information in Item 5 is hereby amended and restated in its entirety to read as follows:
(a) and (b) The responses of BlackRock to Rows (7) through (11) of the cover page of this Amendment No. 1 are incorporated
herein by reference. In addition, pursuant to Section 13(d)(3) of the Act, BlackRock and Colony Capital and/or its affiliates may on the basis of the facts described in the Initial Statement be considered to be a group. BlackRock
disclaims any membership or participation in a group with Colony Capital and/or its affiliates and further disclaims beneficial ownership of any Shares beneficially owned by Colony Capital and/or its affiliates, including 25,000 Shares
believed to be beneficially owned by Colony Capital and/or its affiliates on May 17, 2019.
The Shares beneficially owned by
BlackRock include Shares beneficially owned by its subsidiaries, including BlackRock (Luxembourg) S.A., BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited,
BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock International Limited, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC,
BlackRock (Netherlands) B.V., BlackRock (Singapore) Limited, BlackRock Asset Management Schweiz AG, BlackRock Fund Managers Ltd, BlackRock Investment Management (Australia) Limited, BlackRock Japan Co., Ltd., and BlackRock Life Limited, none of
which beneficially owns in excess of 5% of the outstanding Shares.
Except as set forth herein, neither BlackRock nor, to the knowledge of
BlackRock, the Covered Persons beneficially own any Shares as of December 23, 2019.
(c) Annex C, attached hereto, sets forth
transactions in the Shares that were effected during the 60-day period ended December 23, 2019. The transactions in the Shares described on Annex C were effected on securities exchanges unless
otherwise indicated therein.
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