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*
FROST GREGORY A

(Last) (First) (Middle)
JANUS CAPITAL GROUP INC.
151 DETROIT STREET

(Street)
DENVER, CO 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, Controller
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2004
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)
Code V Amount (A) or (D) Price
Common Stock 12/31/2004 F(1) 339 D $16.7 30,355(2) D
Common Stock 12/31/2004 S(1) 109 D $16.7 30,246 D
Common Stock 2,373.48(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) and LSAR(4) $16.24 (5) 02/03/2014 Common Stock 30,031 30,031 D
Option (Right to Buy) and LSAR(4) $14.37 (6) 05/07/2013 Common Stock 38,757 38,757 D
Option (Right to Buy) and LSAR(4) $14.37 (7) 05/07/2013 Common Stock 2,225 2,225 D
Option (Right to Buy) and LSAR(4) $25.71 (8) 01/27/2012 Common Stock 2,111 2,111 D
Option (Right to Buy) and LSAR(4) $21.31 07/12/2000 01/25/2009 Common Stock 200 200 D
Option (Right to Buy) and LSAR(4) $13.76 07/12/2000 01/27/2008 Common Stock 2,000 2,000 D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on March 12, 2003, to cover tax liabilities arising from vesting events.
2. Includes 1,529 shares acquired under the issuer's Employee Stock Purchase Plan on December 31, 2004.
3. Includes 7.12 shares contributed by issuer to reporting person in the second half of 2004 under the Employee Stock Ownership Plan ("ESOP") and reflects total number of shares held in the ESOP as of December 31, 2004.
4. 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.
5. The option award vests annually in three installments beginning on December 31, 2004; the first vesting event will be 10,011 options, and the second and third vesting events will be 10,010 options per vesting event.
6. The option award vests annually in three equal installments beginning on May 8, 2004.
7. The option award vests annually in five equal installments beginning on May 8, 2004.
8. The option award vests annually in five installments beginning on January 28, 2003; the first vesting event will be 423 options, and the last four vesting events will be 422 options per vesting event.
Remarks:
Jill M. Jepson, Attorney-in-Fact for Gregory A. Frost 01/04/2005
** 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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