Sec Form 13D Filing - BlackRock Inc. (BLK) filing for Zayo Group Holdings Inc. (ZAYO) - 2019-12-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Zayo Group Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98919V105

(CUSIP Number)

David Maryles

Managing Director, Legal & Compliance

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

(212) 810-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 23, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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 disclosures provided in a prior cover page.

The information required on 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).

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Item 1. Security and Issuer.

This Amendment No. 1 (this “Amendment No. 1”) to Schedule 13D is being filed by BlackRock, Inc. (“BlackRock”). The Schedule 13D filed on May 17, 2019 (the “Initial Statement”) by the Reporting Person relating to the common stock, par value $0.001 per share (“Shares”), of Zayo Group Holdings, Inc., a Delaware corporation (the “Issuer”), is hereby amended as set forth below in this Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Initial Statement filed with the Securities and Exchange Commission. This Amendment No. 1 amends Items 2, 3 and 5 as set forth below.

Information in the Initial Statement remains in effect except to the extent that it is amended or superseded by subsequently filed information, including information in this Amendment No. 1.

Item 2. Identity and Background.

The information in Item 2 is hereby amended by replacing the third paragraph thereof with the following:

(a) – (c) and (f) Current information concerning the identity and background of each of the executive officers and directors of BlackRock is set forth on Annex A (collectively, the “Covered Persons”), attached hereto and incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration.

The information in Item 3 is hereby amended and restated in its entirety to read as follows:

As of December 23, 2019, BlackRock, in its role as the ultimate parent of investment advisers to certain client accounts, held beneficial ownership of 14,625,249 Shares acquired prior to such date for an aggregate purchase price of $458,059,051.07. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of BlackRock’s investment adviser subsidiaries.

Item 5. Interest in Securities of the Issuer.

The information in Item 5 is hereby amended and restated in its entirety to read as follows:

(a) and (b) The responses of BlackRock to Rows (7) through (11) of the cover page of this Amendment No. 1 are incorporated herein by reference. In addition, pursuant to Section 13(d)(3) of the Act, BlackRock and Colony Capital and/or its affiliates may on the basis of the facts described in the Initial Statement be considered to be a “group.” BlackRock disclaims any membership or participation in a “group” with Colony Capital and/or its affiliates and further disclaims beneficial ownership of any Shares beneficially owned by Colony Capital and/or its affiliates, including 25,000 Shares believed to be beneficially owned by Colony Capital and/or its affiliates on May 17, 2019.

The Shares beneficially owned by BlackRock include Shares beneficially owned by its subsidiaries, including BlackRock (Luxembourg) S.A., BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock International Limited, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC, BlackRock (Netherlands) B.V., BlackRock (Singapore) Limited, BlackRock Asset Management Schweiz AG, BlackRock Fund Managers Ltd, BlackRock Investment Management (Australia) Limited, BlackRock Japan Co., Ltd., and BlackRock Life Limited, none of which beneficially owns in excess of 5% of the outstanding Shares.

Except as set forth herein, neither BlackRock nor, to the knowledge of BlackRock, the Covered Persons beneficially own any Shares as of December 23, 2019.

(c) Annex C, attached hereto, sets forth transactions in the Shares that were effected during the 60-day period ended December 23, 2019. The transactions in the Shares described on Annex C were effected on securities exchanges unless otherwise indicated therein.

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Except as set forth in this Schedule, neither BlackRock nor, to the best of its knowledge, any of the Covered Persons has engaged in any transaction in any Shares during the 60-day period ended December 23, 2019.

(d) Except for investment advisory clients of BlackRock’s subsidiaries, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares, no other person is known by BlackRock to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that may be beneficially owned by BlackRock.

(e) Not applicable.

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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: December 26, 2019

Annex A

The following is a list of the executive officers and directors of BlackRock, Inc. (collectively, the “Covered Persons”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by BlackRock).

Executive Officers

A-1

Directors

A-2

A-3

Annex C

Transactions in Shares

(60-day period ended on December 23, 2019)

C-1

C-2

C-3

C-4

C-5

C-6

C-7

C-8