0001104659-17-036949.txt : 20170601 0001104659-17-036949.hdr.sgml : 20170601 20170601165950 ACCESSION NUMBER: 0001104659-17-036949 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170530 FILED AS OF DATE: 20170601 DATE AS OF CHANGE: 20170601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JANUS CAPITAL GROUP INC CENTRAL INDEX KEY: 0001065865 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 431804048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 151 DETROIT ST CITY: DENVER STATE: CO ZIP: 80206 BUSINESS PHONE: 3033333863 MAIL ADDRESS: STREET 1: 151 DETROIT ST CITY: DENVER STATE: CO ZIP: 80206 FORMER COMPANY: FORMER CONFORMED NAME: STILWELL FINANCIAL INC DATE OF NAME CHANGE: 19990806 FORMER COMPANY: FORMER CONFORMED NAME: FAM HOLDINGS INC DATE OF NAME CHANGE: 19980710 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GATZEK DEBORAH R CENTRAL INDEX KEY: 0001010265 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15253 FILM NUMBER: 17885473 MAIL ADDRESS: STREET 1: C/O JANUS CAPITAL GROUP STREET 2: 151 DETROIT STREET CITY: DENVER STATE: CO ZIP: 80206 4 1 a4.xml 4 X0306 4 2017-05-30 1 0001065865 JANUS CAPITAL GROUP INC JNS 0001010265 GATZEK DEBORAH R 151 DETROIT STREET DENVER CO 80206 1 0 0 0 Common Stock 2017-05-30 4 D 0 109392 D 0 D On May 30, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of October 3, 2016 (the "Merger Agreement"), by and among Henderson Group plc ("Henderson"), a company incorporated in Jersey, Horizon Orbit Corp., a Delaware corporation and direct wholly-owned subsidiary of Henderson ("Merger Sub"), and Janus Capital Group Inc., a Delaware corporation ("JCG"), JCG and Henderson (which has been renamed as Janus Henderson Group plc ("Janus Henderson")) completed the merger-of-equals whereby the Merger Sub merged with and into JCG, with JCG surviving the merger as a direct wholly-owned subsidiary of Janus Henderson (the "Merger"). Pursuant to the Merger Agreement, each share of JCG common stock, par value $0.01 per share ("Common Stock"), issued and outstanding immediately prior to the completion of the Merger was automatically converted into the right to receive 0.47190 of a fully paid up Janus Henderson ordinary share, par value Pound 0.125 per share ("Ordinary Shares"), together with cash in lieu of any fractional Ordinary Share, and each RSU outstanding immediately prior to the consummation of the Merger was assumed by Janus Henderson and was converted into 0.47190 of a restricted stock unit payable in Ordinary Shares (with the total rounded up to the nearest whole share) with the same terms and conditions as were in effect immediately prior to the completion of the Merger. /s/ Sue J. Armstrong, Attorney-in-Fact for Deborah R. Gatzek 2017-06-01