ZAYO Zayo Group Holdings Inc

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 * Morris Mary Catherine	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) 3/9/2020
(Street) BOULDER, CO 80301 (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)		20045	D	(1)	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	3/9/2020		D			2605	(3)	(3)	Common Stock	2605	(3)	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)	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.
(3)	On January 6, 2020, the Reporting Person was granted the reported number of Part C RSUs that were unvested as of the closing 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
	Director	10% Owner	Officer	Other
Morris Mary Catherine 1821 30TH STREET, UNIT A BOULDER, CO 80301	X

Signatures
/s/ Shira Cooks, as attorney in fact		3/9/2020
**Signature of Reporting Person		Date