FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JANUS CAPITAL GROUP INC [ JNS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/31/2008 | S | 27,000 | D | $30.22(1) | 88,869 | D | |||
Common Stock | 07/31/2008 | M | 12,845 | A | $14.39 | 101,714 | D | |||
Common Stock | 07/31/2008 | M | 2,021 | A | $14.37 | 103,735 | D | |||
Common Stock | 07/31/2008 | S | 14,866 | D | $30.25(2) | 88,869 | D | |||
Common Stock | 7,018.89(3) | I | Held by ESOP |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock | $27.54 | (4) | 01/31/2015 | Common Stock | 21,208 | 21,208 | D | ||||||||
Common Stock | $27.54 | (5) | 01/31/2015 | Common Stock | 99,801 | 99,801 | D | ||||||||
Stock Option (Right to Buy) | $21.01 | (6) | 02/01/2014 | Common Stock | 26,610 | 26,610 | D | ||||||||
Stock Option (Right to Buy) | $21.57 | (7) | 02/12/2013 | Common Stock | 27,380 | 27,380 | D | ||||||||
Stock Option (Right to Buy) | $14.39 | 07/31/2008 | M | 12,845 | 02/01/2008 | 02/03/2015 | Common Stock | 12,845 | $14.39 | 0 | D | ||||
Option (Right to Buy) and LSAR(8) | $16.24 | 01/01/2007 | 02/03/2014 | Common Stock | 1 | 1 | D | ||||||||
Option (Right to Buy) and LSAR(8) | $14.37 | 07/31/2008 | M | 2,021 | 05/08/2008 | 05/07/2013 | Common Stock | 2,021 | $14.37 | 0 | D | ||||
Option (Right to Buy) and LSAR(8) | $25.71 | 01/29/2007 | 01/27/2012 | Common Stock | 8,204 | 8,204 | D | ||||||||
Option (Right to Buy) and LSAR(8) | $21.31 | 07/12/2000 | 01/25/2009 | Common Stock | 200 | 200 | D |
Explanation of Responses: |
1. The range of the weighted average sale price is $30.11 to $30.33. The following is the number of shares sold at each separate price: 1,600 at $30.11, 900 at $30.13, 4,000 at $30.14, 3,185 at $30.15, 15 at $30.16, 3,100 at $30.17, 300 at $30.18, 1,700 at $30.19, 1,100 at $30.20, 1,400 at $30.22, 1,000 at $30.23, 1,500 at $30.25, 1,300 at $30.26, 1,119 at $30.27, 1,500 at $30.29, 900 at $30.30, 800 at $30.31, 181 at $30.32, 1,400 at $30.33. |
2. The range of the weighted average sale price is $30.14 to $30.37. The following is the number of shares sold at each separate price: 1,700 at $30.14, 1,400 at $30.15, 1,900 at $30.16, 844 at $30.17, 1,100 at $30.20, 600 at $30.205, 200 at $30.2075, 1,444 at $30.23, 478 at $30.24, 300 at $30.30, 700 at $30.31, 1,900 at $30.32, 500 at $30.33, 700 at $30.35, 1,100 at $30.37. |
3. Includes shares contributed by issuer to reporting person under the Employee Stock Ownership Plan ("ESOP") and reflects the total number of shares held in the ESOP as of July 31, 2008. |
4. This option award vests annually in three equal installments (within one share) beginning on February 1, 2009. |
5. This option award vests annually in four equal installments (within one share) beginning on February 1, 2009 and is subject to certain performance criteria being met. |
6. This option award vests annually in four equal installments (within one share) beginning on February 1, 2008. |
7. This option award vests annually in four equal installments beginning on February 1, 2007. |
8. Limited Stock Appreciation Rights ("LSARs") are granted in tandem with stock options. LSARs are automatically exercised (in lieu of related options) upon a Change-of-Control of the issuer which has not been approved by certain members of the issuer's board of directors and result in the receipt of only cash by the option holder. LSARs terminate when the related options are exercised or terminated. All LSARs that were unvested as of January 1, 2005 have been terminated. |
Remarks: |
Wanette N. Pauly, Attorney-in-Fact for Robin C. Beery | 08/01/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |