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. 3)*
ZAYO GROUP HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
98919V105
(CUSIP Number)
June 16, 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).
Schedule 13G
| CUSIP No. 98919V105 | Page 1 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Charlesbank Equity Fund VI, Limited Partnership | |||||
| 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
4,906,166 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,906,166 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,906,166 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 2 of 12 |
| 1 | NAMES OF REPORTING PERSONS
CB Offshore Equity Fund 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
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
567,395 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
567,395 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,395 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 3 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Charlesbank Equity Coinvestment Fund VI, Limited Partnership | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
&# xA0;Massachusetts | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
220,837 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
220,837 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,837 | |||||
| 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 | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 4 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Charlesbank Coinvestment Partners, Limited Partnership | |||||
| 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
15,233 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
15,233 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,233 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 5 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Charlesbank Equity Fund VI GP, Limited Partnership | |||||
| 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
5,694,398 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
5,694,398 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,694,398 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 6 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Charlesbank Capital 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
Massachusetts | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
5,709,631 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
5,709,631 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,709,631 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
Schedule 13G
| CUSIP No. 98919V105 | Page 7 of 12 |
| 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:
Charlesbank Equity Fund VI, Limited Partnership
CB Offshore Equity Fund VI, L.P.
Charlesbank Equity Coinvestment Fund VI, Limited Partnership
Charlesbank Coinvestment Partners, Limited Partnership
Charlesbank Equity Fund VI GP, Limited Partnership
Charlesbank Capital Partners, LLC
| (b) | Address of Principal Business Office: |
The business address of each of the Reporting Persons is c/o Charlesbank Capital Partners, LLC, 200 Clarendon Street, 54th Floor, Boston, MA 02116.
| (c) | Citizenship: |
| Charlesbank Equity Fund VI, Limited Partnership |
Massachusetts | |||
| CB Offshore Equity Fund VI, L.P. |
Cayman Islands | |||
| Charlesbank Equity Coinvestment Fund VI, Limited Partnership |
Mass achusetts | |||
| Charlesbank Coinvestment Partners, Limited Partnership |
Massachusetts | |||
| Charlesbank Equity Fund VI GP, Limited Partnership |
Massachusetts | |||
| Charlesbank Capital Partners, LLC |
Massachusetts |
| (d) | Title of Class of Securities: |
Common stock, $0.001 par value per share (“Common Stock”).
| (e) | CUSIP Number: |
98919V105
| ITEM 3. |
Not applicable.
Schedule 13G
| CUSIP No. 98919V105 | Page 8 of 12 |
| 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 |
||||||||||||||||||
| Charlesbank Equity Fund VI, Limited Partnership |
4,906,166 | 2.0 | % | 0 | 4,906,166 | 0 | 4,906,166 | |||||||||||||||||
| CB Offshore Equity Fund VI, L.P. |
567,395 | 0.2 | % | 0 | 567,395 | 0 | 567,395 | |||||||||||||||||
| Charlesbank Equity Coinvestment Fund VI, Limited Partnership |
220,837 | 0.1 | % | 0 | 220,837 | 0 | 220,837 | |||||||||||||||||
| Charlesbank Coinvestment Partners, Limited Partnership |
15,233 | 0.0 | % | 0 | 15,233 | 0 | 15,233 | |||||||||||||||||
| Charlesbank Equity Fund VI GP, Limited Partnership |
5,694,398 | 2.3 | % | 0 | 5,694,398 | 0 | 5,694,398 | |||||||||||||||||
| Charlesbank Capital Partners, LLC |
5,709,631 | 2.4 | % | 0 | 5,709,631 | 0 | 5,709,631 | |||||||||||||||||
Consists of (i) 4,906,166 shares held of record by Charlesbank Equity Fund VI, Limited Partnership (“Fund VI”); (ii) 567,395 shares held of record by CB Offshore Equity Fund VI, L.P. (“Offshore VI”); (iii) 220,837 shares held of record by Charlesbank Equity Coinvestment Fund VI, Limited Partnership (“Coinvest VI” and, together with Fund VI and Offshore VI, the “Charlesbank Funds”); and (iv) 15,233 shares held of record by Charlesbank Coinvestment Partners, Limited Partnership (“Coinvest”). Charlesbank Equity Fund VI GP, Limited Partnership (“Equity VI GP”) is the general partner of each of the Charlesbank Funds. Charlesbank Capital Partners, LLC (“Charlesbank”) is the general partner of Coinvest and Equity VI GP. Pursuant to an investment and advisory agreement with each of the Charlesbank Funds, an investment committee (the “Investment Committee”) consisting of ten members, each a Managing Director of Charlesbank, has investment and voting authority over the securities held by the Charlesbank Funds. Each of the foregoing entities and the individual members of the Investment Committee disclaims beneficial ownership of the shares held of record by the Charlesbank Funds and Coinvest.
Schedule 13G
| CUSIP No. 98919V105 | Page 9 of 12 |
| 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 five 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.
| 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.
Schedule 13G
| CUSIP No. 98919V105 | Page 10 of 12 |
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
| CHARLESBANK EQUITY FUND VI, LIMITED PARTNERSHIP | ||
| By: Charlesbank Equity Fund VI GP, Limited Partnership, its general partner | ||
| By: Charlesbank Capital Partners, LLC, its general partner | ||
| By: | /s/ Stephanie Paré Sullivan | |
| Name: | Stephanie Paré Sullivan | |
| Title: | General Counsel & Chief Administrative Officer | |
| CB OFFSHORE EQUITY FUND VI, L.P. | ||
| By: Charlesbank Equity Fund VI GP, Limited Partnership, its general partner | ||
| By: Charlesbank Capital Partners, LLC, its general partner | ||
| By: | /s/ Stephanie Paré Sullivan | |
| Name: | Stephanie Paré Sullivan | |
| Title: | General Counsel & Chief Administrative Officer | |
| CHARLESBANK EQUITY COINVESTMENT FUND VI, LIMITED PARTNERSHIP | ||
| By: Charlesbank Equity Fund VI GP, Limited Partnership, its general partner | ||
| By: Charlesbank Capital Partners, LLC, its general partner | ||
| By: | /s/ Stephanie Paré Sullivan | |
| Name: | Stephanie Paré Sullivan | |
| Title: | General Counsel & Chief Administrative Officer | |
| CHARLESBANK COINVESTMENT PARTNERS, LIMITED PARTNERSHIP | ||
| By: Charlesbank Capital Partners, LLC, its general partner | ||
| By: | /s/ Stephanie Paré Sullivan | |
| Name: | Stephanie Paré Sullivan | |
| Title: | General Counsel & Chief Administrative Officer | |
Schedule 13G
| CUSIP No. 98919V105 | Page 11 of 12 |
| CHARLESBANK EQUITY FUND VI GP, LIMITED PARTNERSHIP | ||
| By: Charlesbank Capital Partners, LLC, its general partner | ||
| By: | /s/ Stephanie Paré Sullivan | |
| Name: | Stephanie Paré Sullivan | |
| Title: | General Counsel & Chief Administrative Officer | |
| CHARLESBANK CAPITAL PARTNERS, LLC | ||
| By: | /s/ Stephanie Paré Sullivan | |
| Name: | Stephanie Paré Sullivan | |
| Title: | General Counsel & Chief Administrative Officer | |
Schedule 13G
| CUSIP No. 98919V105 | Page 12 of 12 |
LIST OF EXHIBITS
| Exhibit |
Description | |
| 99 | Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 12, 2015) | |