SEC Form 4 · accession 0001104659-17-036939
JANUS CAPITAL GROUP INC · JNS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard M Weil
Officer — Chief Executive Officer · Director
Period of report
May 30, 2017
Accepted (ET)
Jun 1, 2017 · 4:48 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 | 2,006,834 | — | D | 0 | D | |
| Common StockF1,F2 | May 30, 2017 | D | 788 | — | D | 0 | I | Held by ESOP |
Table II — derivative securities
No Table II lines on this filing.
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.