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).
| CUSIP No. 98919V105 | Schedule 13G | Page 1 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Battery Ventures VII, 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
10,648,920 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,648,920 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,648,920 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 2 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Battery Investment Partners VII, 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
203,980 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
203,980 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,980 | |||||
| 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 | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 3 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Battery Ventures VIII, 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
3,398,702 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,398,702 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,398,702 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 4 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Battery Partners VII, 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
10,852,900 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,852,900 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,852,900 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 5 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Battery Partners VIII, 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
3,398,702 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,398,702 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,398,702 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 6 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Battery Management Corp. | |||||
| 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
14,251,602 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
14,251,602 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,251,602 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 7 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Thomas J. Crotty | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 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
14,251,602 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
14,251,602 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,251,602 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 8 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Richard D. Frisbie | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 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
14,251,602 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
14,251,602 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,251,602 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 9 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Kenneth P. Lawler | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 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
14,251,602 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
14,251,602 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,251,602 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 10 of 20 |
|
1 |
NAMES OF REPORTING PERSONS
R. David Tabors | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 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
14,251,602 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
14,251,602 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,251,602 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 11 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Scott R. Tobin | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 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
14,251,602 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
14,251,602 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,251,602 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 12 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Neeraj Agrawal | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 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
3,398,702 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,398,702 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,398,702 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 13 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Michael M. Brown | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 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
3,398,702 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,398,702 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,398,702 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 14 of 20 |
| 1 | NAMES OF REPORTING PERSONS
Roger H. Lee | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 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
3,398,702 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,398,702 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,398,702 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 15 of 20 |
| 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.
| CUSIP No. 98919V105 | Schedule 13G | Page 16 of 20 |
| (c) | Citizenship: |
| Battery Ventures VII, L.P. |
Delaware | |||
| Battery Investment Partners VII, LLC |
Delaware | |||
| Battery Ventures VIII, L.P. |
Delaware | |||
| Battery Partners VII, LLC |
Delaware | |||
| Battery Partners VIII, LLC |
Delaware | |||
| Battery Management Corp. |
Massachusetts | |||
| Thomas J. Crotty |
United States | |||
| Richard D. Frisbie |
United States | |||
| Kenneth P. Lawler |
United States | |||
| R. David Tabors |
United States | |||
| Scott R. Tobin |
United States | |||
| Neeraj Agrawal |
United States | |||
| Michael M. Brown |
United States | |||
| Roger H. Lee |
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.
| CUSIP No. 98919V105 | Schedule 13G | Page 17 of 20 |
| 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 of |
Shared power to dispose or to direct the disposition of |
||||||||||||||||||
| Battery Ventures VII, L.P. |
10,648,920 | 4.5 | % | 0 | 10,648,920 | 0 | 10,648,920 | |||||||||||||||||
| Battery Investment Partners VII, LLC |
203,980 | 0.1 | % | 0 | 203,980 | 0 | 203,980 | |||||||||||||||||
| Battery Ventures VIII, L.P. |
3,398,702 | 1.4 | % | 0 | 3,398,702 | 0 | 3,398,702 | |||||||||||||||||
| Battery Partners VII, LLC |
10,852,900 | 4.5 | % | 0 | 10,852,900 | 0 | 10,852,900 | |||||||||||||||||
| Battery Partners VIII, LLC |
3,398,702 | 1.4 | % | 0 | 3,398,702 | 0 | 3,398,702 | |||||||||||||||||
| Battery Management Corp. |
14,251,602 | 6.0 | % | 0 | 14,251,602 | 0 | 14,251,602 | |||||||||||||||||
| Thomas J. Crotty |
14,251,602 | 6.0 | % | 0 | 14,251,602 | 0 | 14,251,602 | |||||||||||||||||
| Richard D. Frisbie |
14,251,602 | 6.0 | % | 0 | 14,251,602 | 0 | 14,251,602 | |||||||||||||||||
| Kenneth P. Lawler |
14,251,602 | 6.0 | % | 0 | 14,251,602 | 0 | 14,251,602 | |||||||||||||||||
| R. David Tabors |
14,251,602 | 6.0 | % | 0 | 14,251,602 | 0 | 14,251,602 | |||||||||||||||||
| Scott R. Tobin |
14,251,602 | 6.0 | % | 0 | 14,251,602 | 0 | 14,251,602 | |||||||||||||||||
| Neeraj Agrawal |
3,398,702 | 1.4 | % | 0 | 3,398,702 | 0 | 3,398,702 | |||||||||||||||||
| Michael M. Brown |
3,398,702 | 1.4 | % | 0 | 3,398,702 | 0 | 3,398,702 | |||||||||||||||||
| Roger H. Lee |
3,398,702 | 1.4 | % | 0 | 3,398,702 | 0 | 3,398,702 | |||||||||||||||||
Consists of (i) 10,648,920 shares held of record by Battery Ventures VII, L.P. (“Battery Ventures VII”); (ii) 203,980 shares held of record by Battery Investment Partners VII, LLC (“BIPVII”); and (iii) 3,398,702 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.
| CUSIP No. 98919V105 | Schedule 13G | Page 18 of 20 |
| 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.
| 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.
| CUSIP No. 98919V105 | Schedule 13G | Page 19 of 20 |
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
| 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: | * | |
| CUSIP No. 98919V105 | Schedule 13G | Page 20 of 20 |
| 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 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 24.1 | Power of Attorney | |
| 24.2 | Power of Attorney | |
| 24.3 | Power of Attorney | |
| 99 | Joint Filing Agreement | |