SEC Form 4 · accession 0001104659-17-036937
JANUS CAPITAL GROUP INC · JNS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce L Koepfgen
Officer — President
Period of report
May 30, 2017
Accepted (ET)
Jun 1, 2017 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001065865
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 30, 2017 | D | 395,963 | — | D | 0 | D | |
| Common StockF1,F2 | May 30, 2017 | D | 319 | — | D | 0 | I | Held by ESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F3 | $8.57 | May 30, 2017 | D | 151,515 | D | Feb 1, 2016 | Feb 1, 2019 | Common Stock | 151,515 | 0 | D |
| Stock Options (Right to Buy)F3 | $9.77 | May 30, 2017 | D | 45,455 | D | Feb 1, 2017 | Feb 1, 2020 | Common Stock | 45,455 | 0 | D |
Explanation of responses
- F1On 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").
- F2Pursuant 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.
- F3Disposed of pursuant to the Merger Agreement whereby each Janus option outstanding immediately prior to the effective time, whether vested or unvested, was be converted into an option exercisable for that number of Ordinary Shares equal to the product of (i) the aggregate number of shares of Common Stock for which such Janus option was exercisable multiplied by (ii) 0.47190, rounded up to the nearest whole share. The exercise price per share of such converted Janus option will be adjusted so that it is equal to (A) the exercise price per share of such Janus option immediately prior to the effective time divided by (B) 0.47190, rounded up to the nearest cent.