Filing Details
- Accession Number:
- 0001193125-16-505250
- Form Type:
- 13G Filing
- Publication Date:
- 2016-03-15 16:36:31
- Filed By:
- Charlesbank Equity Fund Vi, Limited Partnership
- Company:
- Zayo Group Holdings Inc. (NYSE:ZAYO)
- Filing Date:
- 2016-03-15
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Charlesbank Equity Fund VI, Limited Partnership | 0 | 14,467,003 | 0 | 14,467,003 | 14,467,003 | 5.9% |
| CB Offshore Equity Fund VI | 0 | 1,681,351 | 0 | 1,681,351 | 1,681,351 | 0.7% |
| Charlesbank Equity Coinvestment Fund VI, Limited Partnership | 0 | 648,351 | 0 | 648,351 | 648,351 | 0.3% |
| Charlesbank Coinvestment Partners, Limited Partnership | 0 | 49,042 | 0 | 49,042 | 49,042 | 0.0% |
| Charlesbank Equity Fund VI GP, Limited Partnership | 0 | 16,796,705 | 0 | 16,796,705 | 16,796,705 | 6.9% |
| Charlesbank Capital Partners | 0 | 16,845,747 | 0 | 16,845,747 | 16,845,747 | 6.9% |
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)
December 31, 2015
(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 persons 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 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
14,467,003 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
14,467,003 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,467,003 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | 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
1,681,351 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,681,351 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,681,351 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | 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
Massachusetts | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
648,351 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
648,351 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
648,351 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | 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
49,042 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
49,042 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,042 | |||||
| 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 | |||||
| CUSIP No. 98919V105 | Schedule 13G | 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
16,796,705 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,796,705 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,796,705 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | 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
16,845,747 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,845,747 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,845,747 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 7 of 12 |
Preliminary Note
This Amendment No. 2 to Schedule 13G relating to the Common Stock of the Issuer (each term as defined below) is being filed by the Reporting Persons (as defined below) to correct the number of shares of Common Stock beneficially owned as of December 31, 2015 by each of the Reporting Persons on Amendment No. 1 to Schedule 13G filed on February 12, 2016.
| ITEM 1. | (a) Name of Issuer: |
Zayo Group Holdings, Inc. (the Issuer).
| (b) | Address of Issuers 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 | Massachusetts | |||
| 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
| CUSIP No. 98919V105 | Schedule 13G | Page 8 of 12 |
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
Ownership (a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2015, based upon 244,866,876 shares of the Issuers Common Stock outstanding as of November 6, 2015.
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or
to | Sole of | Shared power to dispose or to direct the disposition of | ||||||||||||||||||
| Charlesbank Equity Fund VI, Limited Partnership | 14,467,003 | 5.9 | % | 0 | 14,467,003 | 0 | 14,467,003 | |||||||||||||||||
| CB Offshore Equity Fund VI, L.P. | 1,681,351 | 0.7 | % | 0 | 1,681,351 | 0 | 1,681,351 | |||||||||||||||||
| Charlesbank Equity Coinvestment Fund VI, Limited Partnership | 648,351 | 0.3 | % | 0 | 648,351 | 0 | 648,351 | |||||||||||||||||
| Charlesbank Coinvestment Partners, Limited Partnership | 49,042 | 0.0 | % | 0 | 49,042 | 0 | 49,042 | |||||||||||||||||
| Charlesbank Equity Fund VI GP, Limited Partnership | 16,796,705 | 6.9 | % | 0 | 16,796,705 | 0 | 16,796,705 | |||||||||||||||||
| Charlesbank Capital Partners, LLC | 16,845,747 | 6.9 | % | 0 | 16,845,747 | 0 | 16,845,747 | |||||||||||||||||
Consists of (i) 14,467,003 shares held of record by Charlesbank Equity Fund VI, Limited Partnership (Fund VI); (ii) 1,681,351 shares held of record by CB Offshore Equity Fund VI, L.P. (Offshore VI); (iii) 648,351 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) 49,042 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
| CUSIP No. 98919V105 | Schedule 13G | Page 9 of 12 |
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.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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.
| CUSIP No. 98919V105 | Schedule 13G | 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: March 15, 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 | |
| CUSIP No. 98919V105 | Schedule 13G | 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 | |
| CUSIP No. 98919V105 | Schedule 13G | Page 12 of 12 |
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) | |