Brian L. Schorr, Esq.
Trian Fund Management, L.P.
280 Park Avenue, 41st Floor
New York, New York 10017
Tel. No.: (212) 451-3000
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Peltz
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ _]
|
||
3
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SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[_]
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
18,066,612
|
|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
18,066,612
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,066,612
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%* |
|||
14
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TYPE OF REPORTING PERSON
IN
|
1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter W. May
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [_]
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
18,066,612
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
18,066,612
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,066,612
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%*
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward P. Garden
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [_]
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
18,066,612
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
18,066,612
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,066,612
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%*
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Trian Fund Management, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454182
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [_]
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
18,066,612
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
18,066,612
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,066,612
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%*
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Trian Fund Management GP, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454087
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [_]
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
18,066,612
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
18,066,612
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,066,612
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%*
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Trian Partners AM Holdco II, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
85-2619230
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [_]
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
18,066,612
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
18,066,612
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,066,612
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%*
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
TRIAN FUND MANAGEMENT, L.P.
|
||||
By:
|
Trian Fund Management GP, LLC, its general partner
|
|||
By:
|
/s/ EDWARD P. GARDEN
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN FUND MANAGEMENT GP, LLC
|
||||
By:
|
/s/ EDWARD P. GARDEN
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS AM HOLDCO II, LTD.
|
||||
By:
|
/s/ EDWARD P. GARDEN
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Director
|
|||
/s/ NELSON PELTZ
Nelson Peltz
|
||||
/s/ PETER W. MAY
Peter W. May
|
||||
/s/ EDWARD P. GARDEN
Edward P. Garden
|
Fund
|
Date
|
Shares
|
Price
|
Type
|
||||
Trian Partners AM Holdco II, Ltd.
|
9/22/2020
|
150,000
|
$ 19.1030
|
Purchase
|
||||
Trian Partners AM Holdco II, Ltd.
|
9/23/2020
|
2,140,057
|
$ 19.5540
|
Purchase
|
||||
Trian Partners AM Holdco II, Ltd.
|
9/24/2020
|
2,300,000
|
$ 19.6813
|
Purchase
|
||||
Trian Partners AM Holdco II, Ltd.
|
9/25/2020
|
300,000
|
$ 19.9672
|
Purchase
|
||||
Trian Partners AM Holdco II, Ltd.
|
9/28/2020
|
1,320,000
|
$ 21.3672
|
Purchase
|
||||
Trian Partners AM Holdco II, Ltd.
|
9/29/2020
|
1,529,921
|
$ 21.4050
|
Purchase
|
||||
Trian Partners AM Holdco II, Ltd.
|
9/30/2020
|
994,284
|
$ 21.7899
|
Purchase
|
||||
Trian Partners AM Holdco II, Ltd.
|
10/01/2020
|
400,000
|
$ 21.7038
|
Purchase
|
TRIAN FUND MANAGEMENT, L.P.
|
||||
By:
|
Trian Fund Management GP, LLC, its general partner
|
|||
By:
|
/s/ EDWARD P. GARDEN
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN FUND MANAGEMENT GP, LLC
|
||||
By:
|
/s/ EDWARD P. GARDEN
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS AM HOLDCO II, LTD.
|
||||
By:
|
/s/ EDWARD P. GARDEN
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Director
|
|||
/s/ NELSON PELTZ
Nelson Peltz
|
||||
/s/ PETER W. MAY
Peter W. May
|
||||
/s/ EDWARD P. GARDEN
Edward P. Garden
|
TRIAN PARTNERS AM HOLDCO II, LTD.
|
|||
By:
|
/s/ EDWARD P. GARDEN
|
||
Name:
|
Edward P. Garden
|
||
Title:
|
Director
|
||
TRIAN PARTNERS AM HOLDCO II, L.P.
|
|||
By:
|
Trian Partners AM Holdco II GP, L.P., its general partner
|
||
By:
|
Trian Partners AM Holdco II General Partner, LLC, its general partner
|
||
By:
|
/s/ EDWARD P. GARDEN
|
||
Name:
|
Edward P. Garden
|
||
Title:
|
Member
|
||
Securities Contributed
|
Cash Contributed
|
8,932,350 shares of Common Stock of Janus Henderson Group plc
|
$2,870,700.00
|