SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
DAI ICHI LIFE INSURANCE CO., LTD.

(Last) (First) (Middle)
13-1, YURAKUCHO 1-CHOME,CHIYODA-KU

(Street)
TOKYO M0 100-8411

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2012
3. Issuer Name and Ticker or Trading Symbol
JANUS CAPITAL GROUP INC [ JNS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,407,969 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Right to acquire shares upon exercise of options (1) (2) (1) (2) Common Stock 14,000,000 10.25 D
Explanation of Responses:
1. Pursuant to the Option Agreement, dated as of August 10, 2012, between the reporting person and the issuer, the issuer granted the reporting person 20 conditional options, each to purchase 700,000 shares of Common Stock from the issuer. The reporting person has the right to exercise one or more (or all) of the conditional options following such time that the reporting person beneficially owns, 8% of the issued and outstanding shares of Common Stock, and only if the exercise of such option(s) would not result in the reporting person beneficially owning in excess of 20% of the issued and outstanding shares of Common Stock. [Continued FN2]
2. [Continued from FN1] For purposes of the preceding sentence, "beneficially own" and "beneficially owning" are defined consistent with the terms' meanings under Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, except that they exclude shares issuable pursuant to the exercise of the conditional options except to the extent such shares are issued, outstanding and paid for pursuant to the reporting person's exercise of the conditional options. The conditional options are not presently exercisable. The conditional options expire on the earlier of (x) August 10, 2013, and (y) the termination of the Investment and Strategic Cooperation Agreement, dated as of August 10, 2012, between the reporting person and the issuer.
Remarks:
/s/ Taku Murakawa, General Manager, Investment Administration Department 09/20/2012
** 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 5 (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.
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