X0202 4 2005-12-30 0001065865 JANUS CAPITAL GROUP INC JNS 0001316516 Martellaro Dominic C 151 DETROIT STREET DENVER CO 80206 0 1 0 0 Executive Vice President Common Stock 2005-12-30 4 F 0 8453 18.57 D 48390 D Common Stock 2005-12-30 4 S 0 2496 18.52 D 45894 D Common Stock 14698 I By Martellaro Family Trust Stock Option (Right to Buy) and LSAR 14.39 2015-02-03 Common Stock 18349 18349 D Stock Option (Right to Buy) and LSAR 14.03 2014-05-31 Common Stock 176471 176471 D The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person in October 2004, to cover tax liabilities arising from vesting events. Subject to compliance with Section 409A of the Internal Revenue Code, 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. The option vests annually in four approximately equal installments (within one share) beginning on February 1, 2006. The option vests annually in three installments beginning on December 31, 2004; the first two vesting events will be 58,824 per vesting event, and the last vesting event will be 58,823. Wanette N. Pauly, Attorney-in-Fact for Dominic C. Martellaro 2006-01-04