Caruso Daniel 4

Accession 0001209191-20-017159

CIK 0001608249other

View on SEC.gov Company Profile

Filed

Mar 8, 8:00 PM ET

Accepted

Mar 9, 12:20 PM ET

Size

24.3 KB

Accession

0001209191-20-017159

Insider Transaction Report

Form 4

Period: 2020-03-09

Zayo Group Holdings, Inc.ZAYO

Caruso Daniel

DirectorCEO, Director

Transactions

Disposition to Issuer
Common Stock
2020-03-09−213,666→ 3,000,000 total(indirect: By LLC)
Disposition to Issuer
Restricted Stock Unit
2020-03-09−471,450→ 0 total
From: 2020-03-09Exp: 2020-03-09→ Common Stock (471,450 underlying)
Disposition to Issuer
Restricted Stock Unit
2020-03-09−154,781→ 0 total
From: 2020-03-09Exp: 2020-03-09→ Common Stock (154,781 underlying)
Disposition to Issuer
Restricted Stock Units
2020-03-09−50,403→ 0 total
From: 2020-03-09Exp: 2020-03-09→ Common Stock (50,403 underlying)
Disposition to Issuer
Restricted Stock
2020-03-09−49,449→ 0 total
From: 2020-03-09Exp: 2020-03-09→ Common Stock (49,449 underlying)
Disposition to Issuer
Common Stock
2020-03-09−3,000,000→ 0 total(indirect: By LLC)
Disposition to Issuer
Restricted Stock Unit
2020-03-09−51,886→ 0 total
From: 2020-03-09Exp: 2020-03-09→ Common Stock (51,886 underlying)

Footnotes (7)

[F1]On May 8, 2019, Zayo Group Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Front Range TopCo, Inc. ("Parent") and Front Range BidCo, Inc. ("Merger Sub"). On March 9, 2020, Merger Sub merged with any into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $35 (the "Merger Consideration"), without interest and not including any required withholding of taxes.
[F2]Pursuant to an agreement between the Reporting Person and Parent, the reported number of shares of common stock were rolled over into an investment into the ultimate parent entity of the Parent, at the value equal to the per-share value of the Merger Consideration.
[F3]On January 2, 2019, the Reporting Person was granted Part B RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, based on deemed target performance, to paid in full upon closing of the Merger.
[F4]On April 5, 2019, the Reporting Person was granted Part B RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, based on deemed target performance, to paid in full at the closing of the Merger.
[F5]On July 5, 2019 the Reporting Person was granted Part B RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, based on deemed target performance, to paid in full on September 30, 2020.
[F6]On October 4, 2019, the Reporting Person was granted Part B RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, based on deemed target performance, to paid in full on December 31, 2020.
[F7]On January 6, 2020, the Reporting Person was granted Part B RSUs that were unvested as of the closing of the Merger. Each such RSU held by the Reporting Person was converted into the right to receive the Merger Consideration for each such RSU, based on deemed target performance, to paid in full on March 31, 2021.

Documents

2 files

Issuer

Zayo Group Holdings, Inc.

CIK 0001608249

→

Entity typeother

Related Parties

filerCIK 0001622435

Filing Metadata

Form type: 4
Filed: Mar 8, 8:00 PM ET
Accepted: Mar 9, 12:20 PM ET
Size: 24.3 KB

View on SEC.gov