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

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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)

(Street)

(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)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2010

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)
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	02/02/2010		S⁽¹⁾		3,160	D	$12.3⁽²⁾	45,236	D
Common Stock								5,074.91	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)	$5.32							⁽³⁾	01/30/2016	Common Stock	47,199		47,199	D
Stock Option (Right to Buy)	$27.54							⁽⁴⁾	01/31/2015	Common Stock	11,478		11,478	D
Stock Option (Right to Buy)	$21.01							⁽⁵⁾	02/01/2014	Common Stock	8,661		8,661	D
Stock Option (Right to Buy)	$21.57							02/02/2009	02/12/2013	Common Stock	10,326		10,326	D
Stock Option (Right to Buy)	$14.39							02/02/2008	02/03/2015	Common Stock	13,762		13,762	D
Stock Option (Right to Buy) and LSAR⁽⁶⁾	$16.24							01/01/2007	02/03/2014	Common Stock	20,031		20,031	D
Stock Option (Right to Buy) and LSAR⁽⁶⁾	$14.37							05/09/2006	05/07/2013	Common Stock	8,757		8,757	D
Stock Option (Right to Buy) and LSAR⁽⁶⁾	$14.37							05/08/2008	05/07/2013	Common Stock	2,225		2,225	D
Stock Option (Right to Buy) and LSAR⁽⁶⁾	$25.71							01/29/2007	01/27/2012	Common Stock	2,111		2,111	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. Shares were sold in the following manner: 429 at $12.22; 700 at $12.23; 519 at $12.24; 112 at $12.25; 100 at $12.26; 100 at $12.27; 200 at $12.31; 500 at $12.35; 200 at $12.36; 200 at $12.40; and 100 at $12.41 per share.

3. The option award vests annually in four equal installments (within one share) beginning on February 1, 2010.

4. This option award vests annually in three equal installments beginning on February 1, 2009.

5. The option award vests annually in four equal installments (within one share) beginning on February 1, 2008, subject to acceleration if certain performance criteria are met.

6. 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 termiante when the related options are exercised or terminated. All LSARs unvested as of January 1, 2005 have been terminated.

	Kathlene D. Duncan, Attorney-in-Fact for Gregory A. Frost	02/04/2010
	** 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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