SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Smith Richard Gibson

(Last)

(First)

(Middle)

JANUS CAPITAL GROUP INC.

151 DETROIT STREET

(Street)

DENVER

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
Officer (give title below)	X	Other (specify below)
		Co-CIO of Issuer's subsidiary

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2007		F⁽¹⁾		505	D	$20.77	81,928.35	D
Common Stock	02/01/2007		S⁽¹⁾		163	D	$20.79	81,765.35	D
Common Stock	02/02/2007		A		12,695⁽²⁾	A	$0	94,460.35	D
Common Stock								2,365.57	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$21.01	02/02/2007		A		37,995		⁽³⁾	02/01/2014	Common Stock	37,995	$0	37,995	D
Stock Option (Right to Buy)	$21.57							⁽⁴⁾	02/12/2013	Common Stock	13,566		13,566	D
Stock Option (Right to Buy) and LSAR⁽⁵⁾	$16.24							01/01/2007	02/03/2014	Common Stock	135,136		135,136	D
Stock Option (Right to Buy) and LSAR⁽⁵⁾	$14.37							05/08/2006	05/07/2013	Common Stock	38,757		38,757	D
Stock Option (Right to Buy) and LSAR⁽⁵⁾	$14.37							⁽⁶⁾	05/07/2013	Common Stock	4,370		4,370	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 to cover tax liabilities arising from vesting events.

2. Restricted stock granted to reporting person is subject to Section 162(m) requirements and certain performance criteria being met.

3. The option award vests annually in four equal installments (within one share) beginning on February 1, 2008.

4. The option award vests annually in four equal installments (within one share) beginning on February 1, 2007.

5. 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. All LSARs unvested as of January 1, 2005 have been terminated.

6. The option award vests annually in five equal installments beginning on May 8, 2004.

Remarks:

	Wanette N. Pauly, Attorney-in-Fact for Richard Gibson Smith	02/05/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.