FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Connor Richard W.		 2. Issuer Name and Ticker or Trading Symbol

Zayo Group Holdings, Inc. [ ZAYO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1821 30TH STREET, UNIT A		 3. Date of Earliest Transaction (MM/DD/YYYY)

11/14/2019
(Street)

BOULDER, CO 
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/9/2020  D(1)  89175 D (1)0 D  
Common Stock 11/14/2019  G  V 5000 D (2)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock units  (3)3/9/2020  D     2432   (4) (4)Common Stock 2432 $0.00 (4)0 D  
Explanation of Responses:
(1) On May 8, 2019, Zayo Group Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Front Range TopCo, Inc. ("Parent") and Front Range BidCo, Inc. ("Merger Sub"). On March 9, 2020, Merger Sub merged with any into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $35 (the "Merger Consideration"), without interest and not including any required withholding of taxes.
(2) Represents a gift by the Reporting Person of the number of shares reported
(3) Each unvested Part C RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for such RSU, to be paid in full to the Reporting Person on March 31, 2020, without interest and not including any required withholding of taxes.
(4) On January 6, 2020, the Reporting Person was granted the reported number of Part C RSUs that were unvested on the date of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, to be paid in full to the Reporting Person on March 31, 2020, without interest and not including any required withholding of taxes.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Connor Richard W.
1821 30TH STREET, UNIT A
BOULDER, CO 		X
Signatures
/s/ Shira Cooks, as attorney-in-fact3/9/2020
**Signature of Reporting PersonDate
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