Ownership Submission
FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GTCR FUND X/A LP
   2. Issuer Name and Ticker or Trading Symbol
Zayo Group Holdings, Inc. [ZAYO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
300 NORTH LASALLE STREET, SUITE 5600		 3. Date of Earliest Transaction (Month/Day/Year)
11/27/2017
(Street)

CHICAGO, IL 60654		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/27/2017   J(1)   300,000 D $ 0 27,123,334 I See footnotes (2) (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GTCR FUND X/A LP
300 NORTH LASALLE STREET, SUITE 5600
CHICAGO, IL 60654		     X    
GTCR FUND X/C LP
300 NORTH LASALLE STREET, SUITE 5600
CHICAGO, IL 60654		     X    
GTCR Investors (CII) LP
300 NORTH LASALLE STREET, SUITE 5600
CHICAGO, IL 60654		     X    
GTCR Partners X/A&C LP
300 NORTH LASALLE STREET, SUITE 5600
CHICAGO, IL 60654		     X    
GTCR CO-INVEST X LP
300 NORTH LASALLE STREET, SUITE 5600
CHICAGO, IL 60654		     X    
GTCR Investment X LLC
300 NORTH LASALLE STREET, SUITE 5600
CHICAGO, IL 60654		     X    

Signatures

 GTCR FUND X/A LP, By: GTCR Partners X/A&C LP, its general partner, By: GTCR Investment X LLC, its general partner, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel   11/28/2017
**Signature of Reporting Person Date
 GTCR INVESTORS (CII) LP, By: GTCR Partners X/A&C LP, its general partner, By: GTCR Investment X LLC, its general partner, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel   11/28/2017
**Signature of Reporting Person Date
 GTCR PARTNERS X/A&C LP, By: GTCR Investment X LLC, its general partner, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel   11/28/2017
**Signature of Reporting Person Date
 GTCR INVESTMENT X LLC, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel   11/28/2017
**Signature of Reporting Person Date
 GTCR FUND X/C LP, By: GTCR Partners X/A&C LP, its general partner, By: GTCR Investment X LLC, its general partner, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel   11/28/2017
**Signature of Reporting Person Date
 GTCR CO-INVEST X LP, By: GTCR Investment X LLC, its general partner, By: /s/ Jeffrey S. Wright, Principal and Associate General Counsel   11/28/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents a distribution of an aggregate of 300,000 shares of Common Stock to certain affiliates of the GTCR Shareholders for no value.
(2) Consists of (i) 13,445,346 shares held of record by GTCR Fund X/A LP; (ii) 3,848,427 shares held of record by GTCR Fund X/C LP; (iii) 118,737 shares held of record by GTCR Co-Invest X LP; and (iv) 9,710,824 shares held of record by GTCR Investors (CII) LP (collectively, the "GTCR Shareholders"). GTCR Partners X/A&C LP is the general partner of each of GTCR Fund X/A LP, GTCR Fund X/C LP and GTCR Investors (CII) LP. GTCR Investment X LLC is the general partner of each of GTCR Co-Invest X LP and GTCR Partners X/A&C LP. GTCR Investment X LLC is managed by an eight-member board of managers (the "GTCR Board of Managers"). (continued)
(3) (continued from footnote 1) Each of the foregoing entities and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares held of record by the GTCR Shareholders, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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