UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
ZAYO GROUP HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
98919V105
(CUSIP Number)
December 31, 2014
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ 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).
Schedule 13G
| CUSIP No. 98919V105 | Page 1 of 9 |
| 1 | NAMES OF REPORTING PERSONS
M/C Venture Partners VI, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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
23,489,758 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
23,489,758 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,489,758 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 2 of 9 |
| 1 | NAMES OF REPORTING PERSONS
M/C Venture Investors L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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
723,716 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
723,716 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
723,716 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 3 of 9 |
| 1 | NAMES OF REPORTING PERSONS
Corelink Data Centers, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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
174,870 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
174,870 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,870 | |||||
| 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 | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 4 of 9 |
| 1 | NAMES OF REPORTING PERSONS
M/C VP VI, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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
23,489,758 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
23,489,758 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,489,758 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 5 of 9 |
| 1 | NAMES OF REPORTING PERSONS
M/C Venture Partners, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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
23,489,758 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
23,489,758 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,489,758 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 6 of 9 |
| 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:
M/C Venture Partners VI, L.P.
M/C Venture Investors L.L.C.
Corelink Data Centers, LLC
M/C VP VI, L.P.
M/C Venture Partners, LLC
| (b) | Address of Principal Business Office: |
The business address of each of the Reporting Persons is c/o M/C Partners, 75 State Street, Suite 2500, Boston, MA 02109.
| (c) | Citizenship: |
| M/C Venture Partners VI, L.P. |
Delaware | |
| M/C Venture Investors L.L.C. |
Massachusetts | |
| Corelink Data Centers, LLC |
Delaware | |
| M/C VP VI, L.P. |
Delaware | |
| M/C Venture Partners, LLC |
Delaware |
| (d) | Title of Class of Securities: |
Common stock, $0.001 par value per share (“Common Stock”).
| (e) | CUSIP Number: |
98919V105
ITEM 3.
Not applicable.
Schedule 13G
| CUSIP No. 98919V105 | Page 7 of 9 |
| ITEM 4. | Ownership. |
Ownership (a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2014, based upon 239,008,679 shares of the Issuer’s Common Stock outstanding as of November 10, 2014.
| 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 to direct the disposition of |
Shared power to dispose or to direct the disposition of |
||||||||||||||||||
| M/C Venture Partners VI, L.P. |
23,489,758 | 9.8 | % | 0 | 23,489,758 | 0 | 23,489,758 | |||||||||||||||||
| M/C Venture Investors L.L.C. |
723,716 | 0.3 | % | 0 | 723,716 | 0 | 723,716 | |||||||||||||||||
| Corelink Data Centers, LLC |
174,870 | 0.1 | % | 0 | 174,870 | 0 | 174,870 | |||||||||||||||||
| M/C VP VI, L.P. |
23,489,758 | 9.8 | % | 0 | 23,489,758 | 0 | 23,489,758 | |||||||||||||||||
| M/C Venture Partners, LLC |
23,489,758 | 9.8 | % | 0 | 23,489,758 | 0 | 23,489,758 | |||||||||||||||||
Consists of (i) 23,314,888 shares held of record by M/C Venture Partners VI, L.P.; (ii) 723,716 shares held of record by M/C Venture Investors L.L.C.; and (iii) 174,870 shares held of record by Corelink Data Centers, LLC (together, the “M/C Shareholders”). M/C Venture Partners VI, L.P. is the managing member of Corelink Data Centers, LLC. M/C VP VI, L.P. is the sole general partner of M/C Venture Partners VI, L.P. and M/C Venture Partners, LLC is the sole general partner of M/C VP VI, L.P. As the Managers of M/C Venture Partners, LLC and M/C Venture Investors L.L.C., Gillis S. Cashman, Brian M. Clark, David D. Croll, James F. Wade and John W. Watkins collectively have direct or indirect investment and voting authority over the securities held by M/C Venture Partners VI, L.P., M/C Venture Investors L.L.C. and Corelink Data Centers, LLC. Each of the foregoing entities and individuals disclaims beneficial ownership of the shares held of record by the M/C Shareholders.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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.
Schedule 13G
| CUSIP No. 98919V105 | Page 8 of 9 |
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certifications. |
Not applicable.
Schedule 13G
| CUSIP No. 98919V105 | Page 9 of 9 |
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 12, 2015
| M/C VENTURE PARTNERS VI, L.P. | ||
| By: M/C VP VI, L.P., its general partner | ||
| By: M/C Venture Partners, LLC, its general partner | ||
| By: | /s/ Gillis S. Cashman | |
| Name: | Gillis S. Cashman | |
| Title: | Manager | |
| M/C VENTURE INVESTORS L.L.C. | ||
| By: | /s/ Gillis S. Cashman | |
| Name: | Gillis S. Cashman | |
| Title: | Manager | |
| M/C VP VI, L.P. | ||
| By: M/C Venture Partners, LLC, its general partner | ||
| By: | /s/ Gillis S. Cashman | |
| Name: | Gillis S. Cashman | |
| Title: | Manager | |
| M/C VENTURE PARTNERS, LLC | ||
| By: | /s/ Gillis S. Cashman | |
| Name: | Gillis S. Cashman | |
| Title: | Manager | |
| CORELINK DATA CENTERS, LLC | ||
| By: M/C Venture Partners VI, L.P., its managing member | ||
| By: M/C VP VI, L.P., its general partner | ||
| By: M/C Venture Partners, LLC, its general partner | ||
| By: | /s/ Gillis S. Cashman | |
| Name: | Gillis S. Cashman | |
| Title: | Manager | |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement | |