SEC Form 4 · accession 0001104659-17-036935

JANUS CAPITAL GROUP INC · JNS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents restricted stock units (each an "RSU") that were outstanding at the time of the Merger (as defined in footnote 2). By their terms, prior to the Merger, each RSU represented a right to one share of Common Stock (as defined in footnote 3) upon distribution.
• F2On 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").
• F3Pursuant 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.