SEC Form 4 · accession 0001127602-16-035522
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 30, 2015
Accepted (ET)
Jan 4, 2016 · 9:17 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 30, 2015 | M | 29,400 | $14.27 | A | 1,853,408 | D | |
| Common Stock | Dec 30, 2015 | M | 32,875 | $14.27 | A | 1,886,283 | D | |
| Common Stock | Dec 30, 2015 | F | 44,398 | $14.27 | D | 1,841,885 | D | |
| Common Stock | Dec 30, 2015 | F | 13,695 | $14.27 | D | 1,828,190 | D | |
| Common Stock | Dec 30, 2015 | F | 15,314 | $14.27 | D | 1,812,876 | D | |
| Common Stock | Dec 31, 2015 | F | 11,383 | $14.14 | D | 1,801,493 | D | |
| Common Stock | Dec 31, 2015 | F | 39,370 | $14.14 | D | 1,762,123 | D | |
| Common Stock | Dec 31, 2015 | F | 15,975 | $14.14 | D | 1,746,148 | D | |
| Common Stock | holding | — | — | — | 752 | 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 | $0.00 | Dec 30, 2015 | M | 29,400 | D | — | Dec 31, 2015 | Common Stock | 29,400 | 0 | D |
| Performance SharesF2 | — | Dec 30, 2015 | M | 32,875 | D | — | Dec 31, 2015 | Common Stock | 32,875 | 0 | D |
| Performance SharesF3 | — | holding | — | — | — | — | Dec 31, 2016 | Common Stock | 97,747 | 97,747 | D |
| Performance SharesF3 | — | holding | — | — | — | — | Dec 31, 2017 | Common Stock | 137,178 | 137,178 | D |
| Stock Options (Right to Buy)F4 | $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 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.
- F2Each 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.
- F3Each 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.
- F4Due to an administrative oversight, this amended filing includes previously reported stock options that were inadvertently excluded from the January 4, 2012 Form 4 filing.