UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

ZAYO GROUP HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98919V105

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

1

Names of Reporting Persons
Battery Ventures VII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
6,983,608

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
6,983,608

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,983,608

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
2.9%

 

 

12

Type of Reporting Person
PN

 

2


 

 

1

Names of Reporting Persons
Battery Investment Partners VII, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
133,772

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
133,772

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
133,772

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
OO

 

3


 

 

1

Names of Reporting Persons
Battery Ventures VIII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
2,230,636

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,230,636

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,230,636

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.9%

 

 

12

Type of Reporting Person
PN

 

4


 

 

1

Names of Reporting Persons
Battery Partners VII, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,117,380

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,117,380

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,117,380

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
2.9%

 

 

12

Type of Reporting Person
OO

 

5


 

 

1

Names of Reporting Persons
Battery Partners VIII, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
2,230,636

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,230,636

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,230,636

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.9%

 

 

12

Type of Reporting Person
OO

 

6


 

 

1

Names of Reporting Persons
Battery Management Corp.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
9,348,016

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
9,348,016

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,348,016

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
3.8%

 

 

12

Type of Reporting Person
CO

 

7


 

 

1

Names of Reporting Persons
Thomas J. Crotty

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
82,649

 

6

Shared Voting Power
9,348,016

 

7

Sole Dispositive Power
82,649

 

8

Shared Dispositive Power
9,348,016

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,430,665

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
3.9%

 

 

12

Type of Reporting Person
IN

 

8


 

 

1

Names of Reporting Persons
Richard D. Frisbie

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
9,348,016

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
9,348,016

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,348,016

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
3.8%

 

 

12

Type of Reporting Person
IN

 

9


 

 

1

Names of Reporting Persons
Kenneth P. Lawler

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
9,348,016

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
9,348,016

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,348,016

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
3.8%

 

 

12

Type of Reporting Person
IN

 

10


 

 

1

Names of Reporting Persons
R. David Tabors

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
9,348,016

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
9,348,016

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,348,016

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
3.8%

 

 

12

Type of Reporting Person
IN

 

11


 

 

1

Names of Reporting Persons
Scott R. Tobin

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
38,814

 

6

Shared Voting Power
9,348,016

 

7

Sole Dispositive Power
38,814

 

8

Shared Dispositive Power
9,348,016

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,386,830

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
3.8%

 

 

12

Type of Reporting Person
IN

 

12


 

 

1

Names of Reporting Persons
Neeraj Agrawal

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
26,181

 

6

Shared Voting Power
2,230,636

 

7

Sole Dispositive Power
26,181

 

8

Shared Dispositive Power
2,230,636

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,256,817

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.9%

 

 

12

Type of Reporting Person
IN

 

13


 

 

1

Names of Reporting Persons
Michael M. Brown

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
9,486

 

6

Shared Voting Power
2,230,636

 

7

Sole Dispositive Power
9,486

 

8

Shared Dispositive Power
2,230,636

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,240,122

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.9%

 

 

12

Type of Reporting Person
IN

 

14


 

 

1

Names of Reporting Persons
Roger H. Lee

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
23,083

 

6

Shared Voting Power
2,230,636

 

7

Sole Dispositive Power
23,083

 

8

Shared Dispositive Power
2,230,636

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,253,719

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.9%

 

 

12

Type of Reporting Person
IN

 

15


 

Item 1.

 

 

(a)

Name of Issuer:

Zayo Group Holdings, Inc. (the “Issuer”).

 

 

(b)

Address of Issuer’s Principal Executive Offices:

1805 29th Street, Suite 2050

Boulder, CO 80301

 

 

Item 2.

 

(a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:

Battery Ventures VII, L.P.

Battery Investment Partners VII, LLC

Battery Ventures VIII, L.P.

Battery Partners VII, LLC

Battery Partners VIII, LLC

Battery Management Corp.

Thomas J. Crotty

Richard D. Frisbie

Kenneth P. Lawler

R. David Tabors

Scott R. Tobin

Neeraj Agrawal

Michael M. Brown

Roger H. Lee

 

(b)

Address of Principal Business Office:

The business address of each of the Reporting Persons is c/o Battery Ventures, One Marina Park Drive, Suite 1100, Boston, MA 02210.

 

(c)

Citizenship:

 

 

Battery Ventures VII, L.P.

Battery Investment Partners VII, LLC

Battery Ventures VIII, L.P.

Battery Partners VII, LLC

Battery Partners VIII, LLC

Battery Management Corp.

Thomas J. Crotty

Richard D. Frisbie

Kenneth P. Lawler

R. David Tabors

Scott R. Tobin

Neeraj Agrawal

Michael M. Brown

Roger H. Lee

Delaware

Delaware

Delaware

Delaware

Delaware

Massachusetts

United States

United States

United States

United States

United States

United States

United States

United States

 

(d)

Title of Class of Securities:

Common stock, $0.001 par value per share (“Common Stock”).

 

(e)

CUSIP Number:

98919V105

 

Item 3.

Not applicable.

 

16


 

Item 4.

Ownership.

 

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2015, based upon 244,866,876 shares of the Issuer’s Common Stock outstanding as of November 6, 2015 as reported in the Issuer’s Form 10-Q filed on 11/10/2015.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class

 

Sole power
to vote or to
direct the
vote

 

Shared
power to
vote or to
direct the
vote

 

Sole power
to dispose
or direct
the
disposition
of

 

Shared
power to
dispose or
direct the
disposition
of

 

Battery Ventures VII, L.P.

 

6,983,608

 

2.9

%

0

 

6,983,608

 

0

 

6,983,608

 

Battery Investment Partners VII, LLC

 

133,772

 

0.1

%

0

 

133,772

 

0

 

133,772

 

Battery Ventures VIII, L.P.

 

2,230,636

 

0.9

%

0

 

2,230,636

 

0

 

2,230,636

 

Battery Partners VII, LLC

 

7,117,380

 

2.9

%

0

 

7,117,380

 

0

 

7,117,380

 

Battery Partners VIII, LLC

 

2,230,636

 

0.9

%

0

 

2,230,636

 

0

 

2,230,636

 

Battery Management Corp.

 

9,348,016

 

3.8

%

0

 

9,348,016

 

0

 

9,348,016

 

Thomas J. Crotty

 

9,430,665

 

3.9

%

82,649

 

9,348,016

 

82,649

 

9,348,016

 

Richard D. Frisbie

 

9,348,016

 

3.8

%

0

 

9,348,016

 

0

 

9,348,016

 

Kenneth P. Lawler

 

9,348,016

 

3.8

%

0

 

9,348,016

 

0

 

9,348,016

 

R. David Tabors

 

9,348,016

 

3.8

%

0

 

9,348,016

 

0

 

9,348,016

 

Scott R. Tobin

 

9,386,830

 

3.8

%

38,814

 

9,348,016

 

38,814

 

9,348,016

 

Neeraj Agrawal

 

2,256,817

 

0.9

%

26,181

 

2,230,636

 

26,181

 

2,230,636

 

Michael M. Brown

 

2,240,122

 

0.9

%

9,486

 

2,230,636

 

9,486

 

2,230,636

 

Roger H. Lee

 

2,253,719

 

0.9

%

23,083

 

2,230,636

 

23,083

 

2,230,636

 

 

Consists of (i) 6,983,608 shares held of record by Battery Ventures VII, L.P. (“Battery Ventures VII”); (ii) 133,772 shares held of record by Battery Investment Partners VII, LLC (“BIPVII”); and (iii) 2,230,636 shares held of record by Battery Ventures VIII, L.P. (“Battery Ventures VIII”) (collectively, the “Battery Shareholders”).  Battery Partners VII, LLC (“BPVII”) is the sole general partner of Battery Ventures VII and the sole managing member of BIPVII.  BPVII’s investment adviser is Battery Management Corp. (“BMC”).  Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors and Scott R. Tobin are the managing members of BPVII and are officers of BMC, and collectively share voting and dispositive authority over the securities held by held by Battery Ventures VII and BIPVII.  Battery Partners VIII, LLC (“BPVIII”) is the sole general partner of Battery Ventures VIII.  BPVIII’s investment adviser is BMC.  Neeraj Agrawal, Michael M. Brown, Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin and Roger H. Lee are the managing members of BPVIII and are officers of BMC, and they collectively share voting and dispositive authority over the securities held by Battery Ventures VIII.  Each of the foregoing entities and individuals disclaims beneficial ownership of the shares held of record by the Battery Shareholders.

 

17


 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

18


 

Item 10.

Certifications.

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  February 10, 2016

 

 

 

 

 

 

BATTERY VENTURES VII, L.P.

 

By:

 Battery Partners VII, LLC, its general partner

 

 

 

 

By:

*

 

 

 

 

Title:

Member Manager

 

 

 

 

BATTERY INVESTMENT PARTNERS VII, LLC

 

By:

Battery Partners VII, LLC, its general partner

 

 

 

 

By:

*

 

Title:

Member Manager

 

 

 

 

BATTERY VENTURES VIII, L.P.

 

By:

Battery Partners VIII, LLC, its general partner

 

 

 

 

By:

*

 

Title:

Member Manager

 

 

 

 

BATTERY PARTNERS VII, LLC

 

 

 

 

By:

*

 

Title:

Member Manager

 

 

 

 

BATTERY PARTNERS VIII, LLC

 

 

 

 

By:

*

 

Title:

Member Manager

 

 

 

 

BATTERY MANAGEMENT CORP.

 

 

 

 

By:

*

 

Title:

Chief Financial Officer

 

 

 

 

THOMAS J. CROTTY

 

 

 

 

By:

*

 

19


 

 

RICHARD D. FRISBIE

 

 

 

By:

*

 

 

 

 

KENNETH P. LAWLER

 

 

 

 

By:

*

 

 

 

 

R. DAVID TABORS

 

 

 

 

By:

*

 

 

 

 

SCOTT R. TOBIN

 

 

 

 

By:

*

 

 

 

 

NEERAJ AGRAWAL

 

 

 

 

By:

*

 

 

 

 

MICHAEL M. BROWN

 

 

 

 

By:

*

 

 

 

 

ROGER H. LEE

 

 

 

 

By:

*

 

 

 

*By:

/s/ Christopher Schiavo

 

 

 

Name:

Christopher Schiavo

 

 

 

Attorney-in-Fact

 

 

 

This Schedule 13G was executed pursuant to a Power of Attorney.   Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

 

20