SEC FORM 4

SEC Form 4

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^*

LUOMA MATTHEW R

(Last)

(First)

(Middle)

JANUS CAPITAL GROUP INC.

151 DETROIT STREET

(Street)

DENVER,

80206

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JANUS CAPITAL GROUP INC [ JNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President of Taxation

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2004		S		10,000	D	$15.05	27,091	D
Common Stock								21,969.96⁽¹⁾	I	Held by ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy) and LSAR⁽²⁾	$16.24							⁽³⁾	02/03/2014	Common Stock	26,277		26,277	D
Option (Right to Buy) and LSAR⁽²⁾	$14.37							⁽⁴⁾	05/07/2013	Common Stock	38,757		38,757	D
Option (Right to Buy) and LSAR⁽²⁾	$14.37							⁽⁵⁾	05/07/2013	Common Stock	3,396		3,396	D
Option (Right to Buy) and LSAR⁽²⁾	$25.71							⁽⁶⁾	01/27/2012	Common Stock	2,390		2,390	D

Explanation of Responses:

1. Reflects total number of shares held in the Employee Stock Ownership Plan (ESOP) as of March 31, 2004.

2. 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 Company which has not been approved by certain members of the Company'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.

3. The option award vests annually in three equal installments beginning on December 31, 2004.

4. The option award vests annually in three equal installments beginning on May 8, 2004.

5. The option award vests annually in five installments beginning on May 8, 2004; the first vesting event will be 680 options, and the last four vesting events will be 679 options per vesting event.

6. The option award vests annually in five equal installments beginning on January 28, 2003.

Remarks:

	Jill M. Jepson, Attorney-in-Fact for Matthew R. Luoma	05/12/2004
	** 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).
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