SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
ROWLAND LANDON H

(Last) (First) (Middle)
920 MAIN STREET, SUITE 204

(Street)
KANSAS CITY MO 64105

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, Par Value $0.01 208,186 D
Common Stock, Par Value $0.01 12/23/2003 G 69,884 D (1) 836,145(2) I By Landon Rowland Revocable Trust
Common Stock, Par Value $0.01 1,120,499(3) I By Sarah Rowland Revocable Trust
Common Stock, Par Value $0.01 131,789.11(4) I 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option(Right to Buy) and LSAR(5) $8.02 07/13/2000 11/13/2006 Common Stock 918,000(6) 918,000 D
Option (Right to Buy) and LSAR(5) $13.76 07/13/2000 12/07/2008 Common Stock 12,276(6) 12,276 D
Option (Right to Buy) and LSAR(5) $39.77 07/13/2000 02/28/2010 Common Stock 4,648(6) 4,648 D
Option (Right to Buy) and LSAR(5) $34.28 01/01/2003 05/04/2010 Common Stock 443,957(6) 443,957 D
Option (Right to Buy) and LSAR(5) $34.28 05/05/2001 05/04/2010 Common Stock 33,245(6) 33,245 D
Option (Right to Buy) and LSAR(5) $42.34 01/29/2001 01/28/2011 Common Stock 4,335 4,335 D
Option (Right to Buy) and LSAR(5) $25.71 01/28/2002 01/27/2012 Common Stock 6,866 6,866 D
Option (Right to Buy) and LSAR(5) (7) 01/01/2003 07/17/2012 Common Stock 212,000 212,000 D
Option (Right to Buy) and LSAR(5) $13.15 12/11/2002 12/10/2012 Common Stock 13,106 13,106 D
Explanation of Responses:
1. There is no price for this disposition of security.
2. Includes approximately 1,715 shares acquired on July 31, 2003 under the issuer's Dividend Reinvestment Plan.
3. Includes approximately 2,509 shares acquired on July 31, 2003 under the issuer's Dividend Reinvestment Plan.
4. Includes 315.91 shares contributed by issuer to reporting person in the second half of 2003 under the Employee Stock Ownership Plan ("ESOP") and reflects total number of shares held in the ESOP as of December 31, 2003.
5. Limited Stock Appreciation Rights ("LSAR") are granted in tandem with stock options. LSARs are automatically exercisable (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.
6. Substitute options awarded in connection with the spin-off of Janus Capital Group Inc. (formerly Stilwell Financial Inc.) from Kansas City Southern Industries, Inc.
7. Exercise price is $19.36 for 56,000 options, $21.59 for 56,000 options, $17.12 for 56,000 options and $14.89 for 44,000 options.
Remarks:
Jill M. Jepson Attorney-in-Fact for Landon H. Rowland 02/17/2004
** 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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