SCHEDULE 13G

0001193125-17-043714.txt : 20170214 0001193125-17-043714.hdr.sgml : 20170214 20170214170034 ACCESSION NUMBER: 0001193125-17-043714 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zayo Group Holdings, Inc. CENTRAL INDEX KEY: 0001608249 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 261398293 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88645 FILM NUMBER: 17610014 BUSINESS ADDRESS: STREET 1: 1805 29TH ST STREET 2: SUITE 2050 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-381-4683 MAIL ADDRESS: STREET 1: 1805 29TH ST STREET 2: SUITE 2050 CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DODGE & COX CENTRAL INDEX KEY: 0000200217 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA STREET STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159811710 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G 1 d344518dsc13g.htm SCHEDULE 13G SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 0)*

Zayo Group Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98919V105

(CUSIP Number)

December 31, 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)

☐ 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).

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13G


CUSIP NO. 98919V105		PAGE 2 OF 4 PAGES


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dodge & Cox 94-1441976
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ N/A
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION California - U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 13,798,152
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 14,570,052
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,570,052
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
12	TYPE OF REPORTING PERSON* IA

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Item 1(a)

Name of Issuer:

Zayo Group Holdings, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

1805 29th Street

Suite 2050

Boulder, CO 80301

Item 2(a)

Name of Person Filing:

Dodge & Cox

Item 2(b)

Address of the Principal Office or, if none, Residence:

555 California Street, 40th Floor

San Francisco, CA 94104

Item 2(c)

Citizenship:

California - U.S.A.

Item 2(d)

Title of Class of Securities:

Common Stock

Item 2(e)

CUSIP Number:

98919V105

Item 3

If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(e)

☒ Investment Advisor registered under section 203 of the Investment Advisors Act of 1940

Item 4

Ownership:

(a)

Amount Beneficially Owned:

14,570,052

(b)

Percent of Class:

6.0%

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(c)

Number of shares as to which such person has:

(i)

sole power to vote or direct the vote: 13,798,152

(ii)

shared power to vote or direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of: 14,570,052

(iv)

shared power to dispose or to direct the disposition of: 0

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:

The clients of Dodge & Cox, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, Zayo Group Holdings, Inc.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not applicable.

Item 8

Identification and Classification of Members of the Group:

Not applicable.

Item 9

Notice of Dissolution of a Group:

Not applicable.

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

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.


Dated:		February 14, 2017


DODGE & COX

By:		/S/ THOMAS M. MISTELE
Name:		Thomas M. Mistele
Title:		Executive Vice President & Senior Counsel

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