4//SEC Filing
JANUS CAPITAL GROUP INC 4
Accession 0001104659-17-036937
CIK 0001065865operating
Filed
May 31, 8:00 PM ET
Accepted
Jun 1, 4:47 PM ET
Size
12.4 KB
Accession
0001104659-17-036937
Insider Transaction Report
Form 4
KOEPFGEN BRUCE L
EVP and CFO
Transactions
- Disposition to Issuer
Common Stock
2017-05-30−395,963→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2017-05-30−45,455→ 0 totalExercise: $9.77From: 2017-02-01Exp: 2020-02-01→ Common Stock (45,455 underlying) - Disposition to Issuer
Common Stock
2017-05-30−319.475→ 0 total(indirect: Held by ESOP) - Disposition to Issuer
Stock Options (Right to Buy)
2017-05-30−151,515→ 0 totalExercise: $8.57From: 2016-02-01Exp: 2019-02-01→ Common Stock (151,515 underlying)
Footnotes (3)
- [F1]On 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").
- [F2]Pursuant 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.
- [F3]Disposed of pursuant to the Merger Agreement whereby each Janus option outstanding immediately prior to the effective time, whether vested or unvested, was be converted into an option exercisable for that number of Ordinary Shares equal to the product of (i) the aggregate number of shares of Common Stock for which such Janus option was exercisable multiplied by (ii) 0.47190, rounded up to the nearest whole share. The exercise price per share of such converted Janus option will be adjusted so that it is equal to (A) the exercise price per share of such Janus option immediately prior to the effective time divided by (B) 0.47190, rounded up to the nearest cent.
Documents
Issuer
JANUS CAPITAL GROUP INC
CIK 0001065865
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001065865
Filing Metadata
- Form type
- 4
- Filed
- May 31, 8:00 PM ET
- Accepted
- Jun 1, 4:47 PM ET
- Size
- 12.4 KB