UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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JANUS CAPITAL GROUP INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per Share
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(Title of Class of Securities)
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47102X105
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(CUSIP Number)
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Taku Murakawa
General Manager, Investment Administration Department
The Dai-ichi Life Insurance Company, Limited
13-1, Yurakucho 1-Chome,
Chiyoda-ku, Tokyo, 100-8411 Japan
+81-50-3780-4384
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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September 14, 2012
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
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The information required on 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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CUSIP No.
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47102X105
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1.
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Name of Reporting Person:
The Dai-ichi Life Insurance Company, Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions):
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o |
6.
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Citizenship or Place of Organization:
Tokyo, Japan
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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Sole Voting Power:
20,407,969*
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8.
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Shared Voting Power:
0
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9.
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Sole Dispositive Power:
20,407,969*
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10.
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Shared Dispositive Power:
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
20,407,969*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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o |
13.
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Percent of Class Represented by Amount in Row (11):
10.1%**
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14.
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Type of Reporting Person (See Instructions):
OO
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*
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Represents 6,407,969 shares of outstanding common stock, par value $0.01 per share (the “Company Common Stock”), of Janus Capital Group Inc., a Delaware corporation (the “Company”) and 14,000,000 shares of Company Common Stock issuable upon the exercise of the conditional options granted pursuant to the Option Agreement, dated as of August 10, 2012, between The Dai-ichi Life Insurance Company, Limited (the “Investor”) and the Company.
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**
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Based on 201,329,431 shares of Company Common Stock, which is the sum of (i) the 187,329,431 shares of Company Common Stock outstanding as of July 20, 2012, as reported by the Company in its quarterly report on Form 10-Q for the quarter ended June 30, 2012, plus (ii) the 14,000,000 shares of Company Common Stock issuable pursuant to the Option Agreement. The shares that may have been repurchased by the Company pursuant to its share repurchase program since July 20, 2012 were not taken into account because the Investor does not know the number of shares so repurchased.
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The Dai-ichi Life Insurance Company, Limited
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Date: September 18, 2012
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By:
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/s/ Taku Murakawa
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Name:
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Taku Murakawa
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Title:
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General Manager, Investment Administration Department
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Date of Transaction
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Number of Shares Purchased
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Nature of Purchase1
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Approximate Weighted Average Price Per Share
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Aggregate
Purchase Price
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||||||
August 14, 2012
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169,436
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open market purchases
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$8.4085
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$1,424,703
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||||||
August 14, 2012
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400,000
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over-the-counter purchase
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$8.4219
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$3,368,760
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||||||
August 15, 2012
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65,861
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open market purchases
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$8.4549
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$556,848
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||||||
August 16, 2012
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108,234
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open market purchases
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$8.4434
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$913,863
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||||||
August 17, 2012
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9,100
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open market purchases
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$8.4577
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$76,965
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||||||
August 21, 2012
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300,000
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open market purchases
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$8.7754
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$2,632,620
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||||||
August 22, 2012
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345,038
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open market purchases
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$8.7990
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$3,035,989
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||||||
August 23, 2012
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297,710
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open market purchases
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$8.6778
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$2,583,468
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||||||
August 24, 2012
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207,114
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open market purchases
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$8.6254
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$1,786,441
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||||||
August 27, 2012
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222,543
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open market purchases
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$8.6128
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$1,916,718
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||||||
August 27, 2012
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428,815
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over-the-counter purchase
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$8.6100
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$3,692,097
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August 28, 2012
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210,160
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open market purchases
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$8.6723
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$1,822,571
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August 29, 2012
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179,540
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open market purchases
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$8.7101
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$1,563,811
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August 30, 2012
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193,506
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open market purchases
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$8.5972
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$1,663,610
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August 31, 2012
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170,220
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open market purchases
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$8.7247
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$1,485,118
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September 4, 2012
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195,172
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open market purchases
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$8.7133
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$1,700,592
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September 5, 2012
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199,013
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open market purchases
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$8.6880
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$1,729,025
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September 6, 2012
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233,870
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open market purchases
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$8.8217
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$2,063,131
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||||||
September 11, 2012
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191,919
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open market purchases
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$9.0153
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$1,730,207
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September 12, 2012
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181,540
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open market purchases
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$9.0828
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$1,648,892
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||||||
September 13, 2012
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418,008
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open market purchases
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$9.1499
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$3,824,731
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||||||
September 14, 2012
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695,104
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open market purchases
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$9.3728
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$6,515,071
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September 17, 2012
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477,797
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open market purchases
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$9.2527
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$4,420,912
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September 17, 2012
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200,000 |
over-the-counter purchase
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$9.2462
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$1,849,240
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September 18, 2012
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308,269 |
open market purchases
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$9.1760
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$2,828,676
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