SEC Form 4 · accession 0001127602-15-001019
JANUS CAPITAL GROUP INC · JNS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Richard M Weil
Officer — Chief Executive Officer · Director
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 7:45 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 Stock | Dec 31, 2014 | A | 137,178 | $0.00 | A | 1,824,008 | D | |
| Common Stock | holding | — | — | — | 736 | 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 SharesF1,F2 | — | Dec 31, 2014 | A | 127,178 | A | — | — | Common Stock | 127,178 | 217,111 | D |
| Performance SharesF3 | $0.00 | holding | — | — | — | — | Dec 31, 2015 | Common Stock | 32,875 | 32,875 | D |
| Performance SharesF4 | $0.00 | holding | — | — | — | — | Dec 31, 2015 | Common Stock | 29,400 | 29,400 | D |
| Stock Options (Right to Buy)F5 | $11.78 | holding | — | — | — | — | Feb 5, 2017 | Common Stock | 468,750 | 468,750 | D |
Explanation of responses
- F1Each 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.
- F2Number of shares reported in Column 7 represents an estimated number of shares. Filer will amend this Form 4, if necessary, once the number of shares has been determined based on a final accounting valuation of the reported grant.
- F3Each 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.
- F4Each 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.
- F5The option award vests annually in four equal installments (within one share) beginning on February 1, 2011.