Zayo Group Holdings, Inc. (NYSE:ZAYO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On April 4, 2017, Zayo Group Holdings, Inc. (the Company) issued
a press release announcing the appointment of Andrew Crouch as
President and Chief Operating Officer of the Company effective
April 27, 2017, and the departure of Christopher Morley, current
President and Chief Operating Officer, from the Company following
a transition period. Mr. Crouch will hold the same title at Zayo
Group, LLC (together with the Company, the Companies).

The board of directors (the Board) of each of the Companieshas
appointed Mr. Crouch as President and Chief Operating Officer of
the Companieseffective April 27, 2017. Previously, Mr. Crouch,
age 46, worked at Level 3 Communications, LLC (Level 3) as
Regional President, EMEA and Global Accounts Division,from
November 2014 through March 2017, Regional President, North
America and Asia-Pacific, from October 2012 through October 2014,
and Regional President, North American Sales and Asia-Pacific,
from October 2011 through October 2012.

Employment Agreement

In connection with Mr. Crouchs appointment as President and Chief
Operating Officer of the Companies, Zayo Group, LLC has entered
into an Employment Agreement with Mr. Crouch dated March 31, 2017
(the Employment Agreement). to the Employment Agreement, Mr.
Crouch will receive an annual base salary of $240,000, target
annual incentive cash compensation (ICC) of $300,000 (quarterly
targets of $75,000 each), and target annual equity compensation
(in the form of restricted stock units (RSUs))of
$10,460,000(quarterly targets of $2,615,000 each). In addition,
Mr. Crouch will be granted, upon his appointment, a one-time
sign-on award of RSUs with an aggregate value of $7,500,000 (the
Sign-on Award), vesting in five equal installments on each of
June 30, 2017, September 30, 2017, December 31, 2017, March 31,
2018 and April 30, 2018 (with the number of shares delivered on
each vesting date calculated to be based on the closing market
price of the Companys common stock for prior 10 trading days).The
Sign-on Award vests in full within 60 days of a change of control
of the Company (as defined in the Employment Agreement), and
continues to vest in accordance with its terms in the event that
Mr. Crouch is terminated other than for cause or resigns for good
reason (each as defined in the Employment Agreement).

Subject to Mr. Crouch being actively employed with the Company
and not having provided notice of voluntary termination as of the
payment date, he will receive quarterly ICC payments of not less
than 50% of his target amount for the first three quarters of his
employment (with the initial quarterly ICC payment to be paid by
May 31, 2017 (for the quarter ending March 31, 2017), and the
next two quarterly payments by September 30, 2017 (for the
quarter ending June 30, 2017) and November 30, 2017 (for the
quarter ending September 30, 2017)), and quarterly ICC payments
of not less than 50% of his target amount for the following two
quarters (namely, the quarter ending on December 31, 2017 and the
quarter ending on March 31, 2018). Subject to Mr. Crouch being
actively employed with the Company and not havingprovided notice
of voluntary termination as of the award date, he will receive an
award of Part A RSUs of not less than 50% of his target amount
thereof in August 2017 for the full quarter ended June 30, 2017,
with such award to vest October 1, 2018, and an award of Part B
RSUs of not less than 50% of his target amount thereof each
quarter (with the actual amount at vesting to be based on Company
performance in accordance with the terms of the Companys stock
incentive plan as modified from time to time), with the first
such Part B award to be made on July 1, 2017 vesting July 1,
2018. The Company will also reimburse Mr. Crouch for up to
$150,000 in documented relocation expenses in connection with his
relocation to the U.S.

Item 7.01. Regulation FD Disclosure.

On April 4, 2017, the Company issued a press release announcing
the officer changes described herein and providing a guidance
update.A copy of the press release is attached hereto as Exhibit
99.1.

The information under this Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

About Zayo Group Holdings, Inc. (NYSE:ZAYO)

Zayo Group Holdings, Inc. is a provider of bandwidth infrastructure in the United States, Canada and Europe. The Company operates in five segments, including Dark Fiber Solutions, Network Connectivity, Colocation and Cloud Infrastructure, Zayo Canada and Other. Its key products include leased dark fiber, fiber to cellular towers and small cell sites, wavelength connections, Ethernet, Internet Protocol (IP) connectivity and cloud services. Its products and services enable high-bandwidth applications, such as cloud-based computing, video, mobile, social media and machine-to-machine connectivity. As of June 30, 2016 the Company owned fiber networks in 300 metro markets, including metro areas, such as New York, Chicago, San Francisco, Paris, and London, as well as smaller metro areas, such as Allentown, Pennsylvania, Fargo, North Dakota, and Spokane, Washington. The Company also provides its network-neutral colocation and interconnection services utilizing its own data centers.

Zayo Group Holdings, Inc. (NYSE:ZAYO) Recent Trading Information

Zayo Group Holdings, Inc. (NYSE:ZAYO) closed its last trading session down -0.43 at 32.50 with 1,914,673 shares trading hands.