Nelson Peltz - 01 Feb 2022 Form 3 Insider Report for JANUS HENDERSON GROUP PLC (JHG)

Role
Director
Signature
/s/ Daniel R. Marx, Attorney-In-Fact for Nelson Peltz
Issuer symbol
JHG
Transactions as of
01 Feb 2022
Net transactions value
$0
Form type
3
Filing time
09 Feb 2022, 17:43:48 UTC
Previous filing
07 Jan 2022
Next filing
17 Feb 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding JHG Common Stock 28,272,648 01 Feb 2022 Please see explanation below F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners AM Holdco II, Ltd. ("Trian AM Holdco II") and as such determines the investment and voting decisions of Trian AM Holdco II with respect to the shares of the Issuer held by it. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of Trian AM Holdco II. Accordingly, Mr. Peltz and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by Trian AM Holdco II.
F2 (FN 1, contd.) The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.

Remarks:

The shares which are reported on this Form 3 as being indirectly held by Mr. Peltz through his relationship with Trian AM Holdco II are also reported on the Form 3s filed by each of Ed Garden and Trian Management as being indirectly held, and represent the same shares. Exhibit List: Exhibit 24.1 - Power of Attorney - Nelson Peltz Exhibit 24.2 - Power of Attorney - Trian Fund Management, L.P.