Edward P. Garden - Mar 7, 2022 Form 4 Insider Report for JANUS HENDERSON GROUP PLC (JHG)

Signature
Daniel R. Marx, Attorney-in-fact for, Edward P. Garden
Stock symbol
JHG
Transactions as of
Mar 7, 2022
Transactions value $
$46,169,193
Form type
4
Date filed
3/9/2022, 04:13 PM
Previous filing
Feb 9, 2022
Next filing
Mar 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JHG Common Stock Purchase $20.8M +691K +2.45% $30.02 29M Mar 7, 2022 Please see explanation below F1, F2, F3
transaction JHG Common Stock Purchase $9.45M +308K +1.06% $30.66 29.3M Mar 8, 2022 Please see explanation below F2, F3, F4
transaction JHG Common Stock Purchase $16M +500K +1.71% $31.91 29.8M Mar 9, 2022 Please see explanation below F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price shown in Column 4 is a weighted average sale price. The price range for the sale is $29.46 to $30.25. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
F2 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.
F3 (FN 2, 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.
F4 The price shown in Column 4 is a weighted average sale price. The price range for the sale is $29.69 to $31.00. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
F5 The price shown in Column 4 is a weighted average sale price. The price range for the sale is $31.42 to $32.00. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Remarks:

The shares which are reported on this filing as being indirectly held by Mr. Garden and Trian Management through their relationship with Trian AM Holdco II, and the transactions with respect to such shares, are also reported in the filings made by Mr. Peltz and Trian Management, and represent the same shares.