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*
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. Date of Earliest Transaction (Month/Day/Year)
05/28/2010
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 05/28/2010 A 103(1) A $0 27,379(2) D
Common Stock 260,000 I By Preservation Investment Partners LP
Common Stock 787,871 D
Common Stock 115,410 I By Landon Rowland Revocable Trust
Common Stock 6,959 I By Sarah Rowland Revocable Trust
Common Stock 2,015 I By Spouse
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(3) $42.34 01/29/2001 01/28/2011 Common Stock 4,335 4,335 D
Option (Right to Buy) and LSAR(3) $25.71 01/28/2002 01/27/2012 Common Stock 6,866 6,866 D
Option (Right to Buy) and LSAR(3) (4) 01/01/2003 07/17/2012 Common Stock 212,000 212,000 D
Option (Right to Buy) and LSAR(3) $13.15 12/11/2002 12/10/2012 Common Stock 13,106 13,106 D
Explanation of Responses:
1. Restricted stock units acquired pursuant to a dividend reinvestment feature under the Director Deferred Fee Plan.
2. Restricted stock units are payable in common stock upon the reporting person's termination of service as a director. Each restricted stock unit represents one share of common stock upon distribution.
3. Subject to compliance with Section 409A of the Internal Revenue Code, 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 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.
4. 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:
Susan J. Armstrong, Attorney-in-Fact for Landon H. Rowland 06/01/2010
** 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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