X0303 4 2011-02-02 0001065865 JANUS CAPITAL GROUP INC JNS 0001380666 Smith Richard Gibson JANUS CAPITAL GROUP INC. 151 DETROIT STREET DENVER CO 80206 0 0 0 1 Co-CIO of Issuer's subsidiary Common Stock 2011-02-02 4 S 0 23340 0 D 242723.52 D Common Stock 4689 I Held by ESOP Stock Option (Right to Buy) 11.78 2017-02-05 Common Stock 97430 97430 D Stock Option (Right to Buy) 5.32 2016-01-30 Common Stock 268991 268991 D Stock Option (Right to Buy) 27.54 2011-02-01 2015-01-31 Common Stock 65399 65399 D Stock Option (Right to Buy) 21.01 2011-02-01 2014-02-01 Common Stock 37995 37995 D Stock Option (Right to Buy) 21.57 2009-02-02 2013-02-12 Common Stock 13566 13566 D Stock Option (Right to Buy) and LSAR 16.24 2007-01-01 2014-02-03 Common Stock 135136 135136 D Stock Option (Right to Buy) and LSAR 14.37 2006-05-08 2013-05-07 Common Stock 38757 38757 D Stock Option (Right to Buy) and LSAR 14.37 2008-05-08 2013-05-07 Common Stock 4370 4370 D 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. Shares were sold in the following manner: 1,700 at $12.75 per share; 1,000 at $12.76 per share; 6,440 at $12.77 per share; 3,600 at $12.78 per share; 5,100 at $12.79 per share; 5,500 at $12.80 per share. The option award vests annually in four equal installments (within one share) beginning on February 1, 2011. The option award vests annually in four equal installments (within one share) beginning on February 1, 2010. 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. Kathlene D. Duncan, Attorney-in-Fact for Richard Gibson Smith 2011-02-04