Sec Form 13G Filing - M/C VENTURE PARTNERS VI L P @ Zayo Group Holdings Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ZAYO GROUP HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98919V105

(CUSIP Number)

July 12, 2016

(Date of Event which Requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No. 98919V105		Schedule 13G		Page 1 of 10


1	NAMES OF REPORTING PERSONS M/C Venture Partners VI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 176,026
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 176,026
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,026
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12	TYPE OF REPORTING PERSON PN


CUSIP No. 98919V105		Schedule 13G		Page 2 of 10


1	NAMES OF REPORTING PERSONS M/C Venture Investors L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON OO


CUSIP No. 98919V105		Schedule 13G		Page 3 of 10


1	NAMES OF REPORTING PERSONS Corelink Data Centers, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 176,026
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 176,026
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,026
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12	TYPE OF REPORTING PERSON OO


CUSIP No. 98919V105		Schedule 13G		Page 4 of 10


1	NAMES OF REPORTING PERSONS M/C VP VI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 176,026
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 176,026
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,026
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12	TYPE OF REPORTING PERSON PN


CUSIP No. 98919V105		Schedule 13G		Page 5 of 10


1	NAMES OF REPORTING PERSONS M/C Venture Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 176,026
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 176,026
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,026
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12	TYPE OF REPORTING PERSON OO


CUSIP No. 98919V105		Schedule 13G		Page 6 of 10

ITEM 1.

(a) Name of Issuer:

Zayo Group Holdings, Inc. (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices:

1805 29th Street, Suite 2050

Boulder, CO 80301

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

M/C Venture Partners VI, L.P.

M/C Venture Investors L.L.C.

Corelink Data Centers, LLC

M/C VP VI, L.P.

M/C Venture Partners, LLC

(b) Address of Principal Business Office:

The business address of each of the Reporting Persons is c/o M/C Partners, 75 State Street, Suite 2500, Boston, MA 02109.

(c) Citizenship:


M/C Venture Partners VI, L.P.			Delaware
M/C Venture Investors L.L.C.			Massachusetts
Corelink Data Centers, LLC			Delaware
M/C VP VI, L.P.			Delaware
M/C Venture Partners, LLC			Delaware

(d) Title of Class of Securities:

Common stock, $0.001 par value per share (“Common Stock”).

(e) CUSIP Number:

98919V105

ITEM 3.

Not applicable.


CUSIP No. 98919V105		Schedule 13G		Page 7 of 10

ITEM 4.

Ownership.

Ownership (a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof, based upon 242,649,498 shares of the Issuer’s Common Stock outstanding as of August 19, 2016.


Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct the disposition of
M/C Venture Partners VI, L.P.		176,026		0.1	%		0		176,026		0		176,026
M/C Venture Investors L.L.C.		0		0	%		0		0		0		0
Corelink Data Centers, LLC		176,026		0.1	%		0		176,026		0		176,026
M/C VP VI, L.P.		176,026		0.1	%		0		176,026		0		176,026
M/C Venture Partners, LLC		176,026		0.1	%		0		176,026		0		176,026

Consists of 176,026 shares held of record by Corelink Data Centers, LLC. M/C Venture Partners VI, L.P. is the managing member of Corelink Data Centers, LLC. M/C VP VI, L.P. is the sole general partner of M/C Venture Partners VI, L.P. and M/C Venture Partners, LLC is the sole general partner of M/C VP VI, L.P. As the Managers of M/C Venture Partners, LLC, Gillis S. Cashman, Brian M. Clark, David D. Croll, James F. Wade and John W. Watkins collectively have investment and voting authority over the securities held by Corelink Data Centers, LLC. Each of the foregoing entities and individuals disclaims beneficial ownership of the shares held of record by Corelink Data Centers, LLC.

ITEM 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: x

ITEM 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.


CUSIP No. 98919V105		Schedule 13G		Page 8 of 10

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certifications.

Not applicable.


CUSIP No. 98919V105		Schedule 13G		Page 9 of 10

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: September 27, 2016


M/C VENTURE PARTNERS VI, L.P. By: M/C VP VI, L.P., its general partner By: M/C Venture Partners, LLC, its general partner

By:		/s/ Gillis S. Cashman
Name:		Gillis S. Cashman
Title:		Manager


M/C VENTURE INVESTORS L.L.C.

By:		/s/ Gillis S. Cashman
Name:		Gillis S. Cashman
Title:		Manager


M/C VP VI, L.P. By: M/C Venture Partners, LLC, its general partner

By:		/s/ Gillis S. Cashman
Name:		Gillis S. Cashman
Title:		Manager


M/C VENTURE PARTNERS, LLC

By:		/s/ Gillis S. Cashman
Name:		Gillis S. Cashman
Title:		Manager


CORELINK DATA CENTERS, LLC By: M/C Venture Partners VI, L.P., its managing member By: M/C VP VI, L.P., its general partner By: M/C Venture Partners, LLC, its general partner

By:		/s/ Gillis S. Cashman
Name:		Gillis S. Cashman
Title:		Manager


CUSIP No. 98919V105		Schedule 13G		Page 10 of 10

LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 12, 2015)

Sec Form 13G Filing - M/C VENTURE PARTNERS VI L P filing for Zayo Group Holdings Inc. (ZAYO) - 2016-09-27