SEC Form 4 · accession 0001127602-15-000236
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
Dec 30, 2014
Accepted (ET)
Jan 2, 2015 · 6:51 pm EST
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 | Dec 30, 2014 | M | 32,875 | $16.38 | A | 1,781,590 | D | |
| Common StockF2 | Dec 30, 2014 | M | 29,400 | $16.38 | A | 1,810,990 | D | |
| Common StockF3 | Dec 30, 2014 | F | 44,398 | $16.38 | D | 1,766,592 | D | |
| Common StockF4 | Dec 30, 2014 | F | 13,695 | $16.38 | D | 1,752,897 | D | |
| Common StockF4 | Dec 30, 2014 | F | 15,314 | $16.38 | D | 1,737,583 | D | |
| Common StockF3 | Dec 31, 2014 | F | 11,383 | $16.30 | D | 1,726,200 | D | |
| Common StockF3 | Dec 31, 2014 | F | 39,370 | $16.30 | D | 1,686,830 | D | |
| Common Stock | holding | — | — | — | 718 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF6,F5 | $0.00 | Dec 30, 2014 | M | 32,875 | D | — | Dec 31, 2015 | Common Stock | 32,875 | 32,875 | D |
| Performance SharesF8,F7 | $0.00 | Dec 30, 2014 | M | 29,400 | D | — | Dec 31, 2015 | Common Stock | 29,400 | 29,400 | D |
| Performance SharesF9 | — | holding | — | — | — | — | — | Common Stock | 89,933 | 89,933 | D |
| Stock Options (Right to Buy)F10 | $11.78 | holding | — | — | — | — | Feb 5, 2017 | Common Stock | 468,750 | 468,750 | D |
Explanation of responses
- F1Includes 32,875 shares of common stock which were previously reported as performance shares.
- F10Due to an administrative oversight, this amended filing includes previously reported stock options that were inadvertently excluded from the January 4, 2012 Form 4 filing.
- F2Includes 29,400 shares of common stock which were previously reported as performance shares.
- F3Shares withheld for taxes from restricted stock vesting.
- F4Shares withheld for taxes from performance share vesting.
- F5Each performance share represents a contingent right to receive one share of issuer's common stock. The vesting of the performance award is subject to the achievement of both of the following criteria: 1) the issuer's stock price closing above $10 per share over 20 consecutive trading days at any point during the 4-year award term; and 2) a 4-year ratable vesting schedule commencing December 30, 2012.
- F6Represents the remaining balance of the previously reported 65,750 performance shares.
- F7Each performance share represents a contingent right to receive one share of issuer's common stock. The vesting of the performance award is subject to the achievement of both of the following criteria: 1) the issuer's stock price closing above $8 per share over 20 consecutive trading days at any point during the 4-year award term; and 2) a 4-year ratable vesting schedule commencing December 30, 2012.
- F8Represents the remaining balance of the previously reported 58,800 performance shares.
- F9Each performance share represents a contingent right to receive shares of issuer's common stock. The performance rights vest 3 years from the date of grant upon Janus' achievement of performance goals, which are based upon Janus' 3-year operating income margin. These achievements may result in a payout range between 0% and 200% of the target. The number of performance rights shown in columns 5 and 7 is equal to the target number of performance rights that may be earned. There is no expiration date for performance rights.