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*
WEIL RICHARD M

(Last) (First) (Middle)
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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014
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 12/31/2014 A 137,178 A $0 1,824,008 D
Common Stock 736.356 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
Performance Shares (1) 12/31/2014 A 127,178 (1) (1) Common Stock 127,178(2) $0 217,111 D
Performance Shares $0 (3) 12/31/2015 Common Stock 32,875 32,875 D
Performance Shares $0 (4) 12/31/2015 Common Stock 29,400 29,400 D
Stock Options (Right to Buy) $11.78 (5) 02/05/2017 Common Stock 468,750 468,750 D
Explanation of Responses:
1. Each performance share represents a contingent right to receive shares of issuer's common stock. The performance rights vest 3 years from the date of grant upon Janus' achievement of performance goals, which are based upon Janus' 3-year operating income margin. These achievements may result in a payout range between 0% and 200% of the target. The number of performance rights shown in columns 5 and 7 is equal to the target number of performance rights that may be earned. There is no expiration date for performance rights.
2. Number of shares reported in Column 7 represents an estimated number of shares. Filer will amend this Form 4, if necessary, once the number of shares has been determined based on a final accounting valuation of the reported grant.
3. Each performance share represents a contingent right to receive one share of issuer's common stock. The vesting of the performance award is subject to the achievement of both of the following criteria: 1) the issuer's stock price closing above $10 per share over 20 consecutive trading days at any point during the 4-year award term; and 2) a 4-year ratable vesting schedule commencing December 30, 2012.
4. Each performance share represents a contingent right to receive one share of issuer's common stock. The vesting of the performance award is subject to the achievement of both of the following criteria: 1) the issuer's stock price closing above $8 per share over 20 consecutive trading days at any point during the 4-year award term; and 2) a 4-year ratable vesting schedule commencing December 30, 2012.
5. The option award vests annually in four equal installments (within one share) beginning on February 1, 2011.
Sue Armstrong, Attorney-in-Fact for Richard M. Weil 01/05/2015
** 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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