SEC Form 4/A · accession 0001127602-16-036562
JANUS CAPITAL GROUP INC · JNS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Richard M Weil
Officer — Chief Executive Officer · Director
Period of report
Dec 30, 2015
Accepted (ET)
Jan 7, 2016 · 5:52 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, 2015 | M | 29,400 | $14.27 | A | 1,853,408 | D | |
| Common StockF2 | 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 SharesF3 | $0.00 | Dec 30, 2015 | M | 29,400 | D | — | Dec 31, 2015 | Common Stock | 29,400 | 0 | D |
| Performance SharesF4 | $0.00 | Dec 30, 2015 | M | 32,875 | D | — | Dec 31, 2015 | Common Stock | 32,875 | 0 | D |
| Performance SharesF5 | — | holding | — | — | — | — | — | Common Stock | 137,178 | 137,178 | D |
| Performance SharesF5 | — | holding | — | — | — | — | — | Common Stock | 97,747 | 97,747 | D |
| Stock Options (Right to Buy)F6 | $11.78 | holding | — | — | — | — | Feb 5, 2017 | Common Stock | 468,750 | 468,750 | D |
Explanation of responses
- F1Includes 29,400 shares of common stock which were previously reported as performance shares.
- F2Includes 32,875 shares of common stock which were previously reported as performance shares.
- 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 $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.
- 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 $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.
- F5Each 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 7 and 9 is equal to the target number of performance rights that may be earned. There is no expiration date for performance rights.
- F6The option award vests annually in four equal installments (within one share) beginning on February 1, 2011.
Remarks
This filing has been amended to correct administrative errors with the footnote disclosure.