Statement of Changes in Beneficial Ownership (4)

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

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

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 * Caruso Daniel	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 __X__ Officer (give title below)    _____ Other (specify below) CEO
(Last)          (First)          (Middle) 1821 30TH STREET, UNIT A	3. Date of Earliest Transaction (MM/DD/YYYY) 11/13/2019
(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	11/13/2019		G	V	8066	D	(1)	0	I	Bear Equity, LLC (2)
Common Stock	11/13/2019		G	V	4438	D	(1)	0	I	Bear Investments, LLLP (3)
Common Stock	11/13/2019		G	V	372406	D	(1)	0	D
Common Stock	2/10/2020		G	V	300000	D	(1)	3123666	I	DPC Papa Bear Enterprises, LLC (4)
Common Stock	2/10/2020		D		127886	D	$4464500.26 (5)	0	I	Daniel P. Caruso Development Fund (6)
Common Stock	2/10/2020		A		127886	A	$4464500.26 (5)	127886	D
Common Stock	2/10/2020		G		127886	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

Explanation of Responses:
(1)	Gift made to the Caruso Foundation
(2)	The reporting person disclaims beneficial ownership of the shares held by Bear Equity LLC, except to the extent of his pecuniary interest therein.
(3)	The reporting person disclaims beneficial ownership of the shares held by Bear Investments, LLLP, except to the extent of his pecuniary interest therein.
(4)	The reporting person disclaims beneficial ownership of the shares held by DPC Papa Bear Enterprises, LLC, except to the extent of his pecuniary interest therein.
(5)	The Daniel P. Caruso Development Fund swapped the reported number of shares to Daniel Caruso, the individual, in exchange for the cash consideration reported
(6)	The reporting person disclaims beneficial ownership of the shares held by the Daniel P. Caruso Development Fund, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Caruso Daniel 1821 30TH STREET, UNIT A BOULDER, CO 80301	X		CEO

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