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Section 1: SC 13D/A (FORM SC 13D/A)

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
 
JANUS CAPITAL GROUP INC.
(Name of Issuer)
 
 
Common Stock, par value $0.01 per Share
(Title of Class of Securities)
 
 
47102X105
(CUSIP Number)
 
 
Taku Murakawa
General Manager, Investment Administration Department
The Dai-ichi Life Insurance Company, Limited
13-1, Yurakucho 1-Chome,
Chiyoda-ku, Tokyo, 100-8411 Japan
+81-50-3780-4384
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
September 28, 2012
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
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CUSIP No.
 
 
 
47102X105
 
1.
Name of Reporting Person:
 
The Dai-ichi Life Insurance Company, Limited
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
3.
SEC Use Only
 
 
 
4.
Source of Funds (See Instructions):
 
WC
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
 o
6.
Citizenship or Place of Organization:
 
Tokyo, Japan
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power:
 
28,101,670*
8.
 
Shared Voting Power:
 
0
9.
 
Sole Dispositive Power:
 
28,101,670*
10.
 
Shared Dispositive Power:
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
28,101,670*
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
 
 o
13.
Percent of Class Represented by Amount in Row (11):
 
14.0%**
 
14.
Type of Reporting Person (See Instructions):
 
OO
 
*
Represents 14,101,670 shares of outstanding common stock, par value $0.01 per share (the “Company Common Stock”), of Janus Capital Group Inc., a Delaware corporation (the “Company”) and 14,000,000 shares of Company Common Stock issuable upon the exercise of the conditional options granted pursuant to the Option Agreement, dated as of August 10, 2012, between The Dai-ichi Life Insurance Company, Limited  (the “Investor”) and the Company.
**
Based on 201,329,431 shares of Company Common Stock, which is the sum of (i) the 187,329,431 shares of Company Common Stock outstanding as of July 20, 2012, as reported by the Company in its quarterly report on Form 10-Q for the quarter ended June 30, 2012, plus (ii) the 14,000,000 shares of Company Common Stock issuable pursuant to the Option Agreement.  The shares that may have been repurchased by the Company pursuant to its share repurchase program since July 20, 2012 were not taken into account because the Investor does not know the number of shares so repurchased.

 
 
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Item 1.  Security and Issuer
 
This Amendment No. 4 (this “Amendment No. 4”) amends the Schedule 13D that was filed on August 17, 2012 (as amended by Amendment No. 1 filed on August 29, 2012, Amendment No. 2 filed on September 17, 2012 and Amendment No. 3 filed on September 25, 2012, the “Schedule 13D”) by The Dai-ichi Life Insurance Company, Limited (the “Investor”), relating to the issued and outstanding shares of common stock, par value $0.01 per share (the “Company Common Stock”), of Janus Capital Group Inc., a Delaware corporation (the “Company”).  The principal executive offices of the Company are located at 151 Detroit Street, Denver, Colorado 80206.  Beginning on the date this Amendment No. 4 is filed, all references to the Schedule 13D shall be deemed to refer to the Schedule 13D as amended by this Amendment No. 4.  Only those items reported in this Amendment No. 4 are amended and all other items in the Schedule 13D remain unchanged.  Capitalized terms used in this Amendment No. 4 and not defined herein shall have the meanings given to such terms in the Schedule 13D.
 
Item 3.  Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended and restated in its entirety to read as follows:
 
On August 10, 2012, the Investor and the Company entered into an option agreement (the “Option Agreement”) pursuant to which the Company granted to the Investor 20 conditional options, each to purchase 700,000 shares of Company Common Stock with an exercise price of $10.25 per share.  The aggregate consideration paid by the Investor to the Company for entering into the Option Agreement was $4,876,200, and the source of the funds used by the Investor to pay such consideration was working capital.  The information about the Option Agreement set forth in Item 4 to the Schedule 13D is incorporated by reference.  As of the date of Amendment No. 4, none of the conditional options granted to the Investor pursuant to the Option Agreement have been exercised.
 
Between August 10, 2012, and October 1, 2012, the Investor purchased 14,101,670 shares of Company Common Stock through open market purchases (including over-the-counter purchases) for an aggregate purchase price of $128,359,022.  The source of the funds used by the Investor to pay the purchase price for such shares was working capital.
 
Item 5.  Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated in its entirety to read as follows:
 
(a)           Rows (7) through (11) and (13) of the cover page to Amendment No. 4 are hereby incorporated by reference.  For purposes of calculating the percentages set forth in this Item 5, the number of shares outstanding is assumed to be 201,329,431, which is the sum of (i) the 187,329,431 shares of Company Common Stock outstanding as of July 20, 2012, as reported by the Company in its quarterly report on Form 10-Q for the quarter ended June 30, 2012, plus (ii) the 14,000,000 shares issuable pursuant to the Option Agreement.  The shares that may have been repurchased by the Company pursuant to its share repurchase program since July 20, 2012 were not taken into account because the Investor does not know the number of shares so repurchased.  For the purpose of Rule 13d-3 promulgated under the Exchange Act, the Investor beneficially owns 28,101, 670 shares of Company Common Stock, representing approximately 14.0% of the outstanding shares of Company Common Stock.
 
Of these shares, 14,000,000 represent shares that the Investor has a right to acquire upon exercise of the conditional options granted to the Investor pursuant to the Option Agreement.
 
(b)           The Investor has (or, in the case of the 14,000,000 shares of Company Common Stock that the Investor has a right to acquire upon the exercise of the conditional options granted to the Investor pursuant to the Option Agreement, will have upon the exercise of such options) the sole power to vote or direct the vote and to dispose or direct the disposition of all 28,101,670 shares of Company Common Stock beneficially owned by it.
 
(c)           Information concerning transactions in shares of Company Common Stock (not including the grant of the conditional options to the Investor pursuant to the Option Agreement) since June 18, 2012, is set forth on Schedule A to Amendment No. 4.  Except as set forth on Schedule A and as described in Item 3 of the Schedule 13D, neither the Investor nor, to its knowledge, any of its directors or executive officers has engaged in any transaction in shares of the Company Common Stock since June 18, 2012.
 
 
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(d)           No other person is known by the Investor to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company’s securities beneficially owned by the Investor.
 
(e)           Not applicable.
 
 
 
5

 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 


   
The Dai-ichi Life Insurance Company, Limited
 
 
         
Date: October 1, 2012
 
 By:
 /s/ Taku Murakawa
 
   
 Name:
Taku Murakawa
 
   
 Title:
General Manager, Investment Administration Department
 

 
 

 
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 SCHEDULE A
 
 
TRANSACTIONS IN SHARES OF THE COMPANY SINCE JUNE 18, 2012 BY THE INVESTOR
 
All of the purchases of Company Common Stock set forth below were made by Investor.
 
Date of Transaction
 
Number of Shares Purchased
 
Nature of Purchase1
 
Price Per Share2
 
Aggregate
Purchase Price
August 14, 2012
 
169,436
 
open market purchases
 
$8.4085
 
$1,424,703
August 14, 2012
 
400,000
 
over-the-counter purchase
 
$8.4219
 
$3,368,760
August 15, 2012
 
65,861
 
open market purchases
 
$8.4549
 
$556,848
August 16, 2012
 
108,234
 
open market purchases
 
$8.4434
 
$913,863
August 17, 2012
 
9,100
 
open market purchases
 
$8.4577
 
$76,965
August 21, 2012
 
300,000
 
open market purchases
 
$8.7754
 
$2,632,620
August 22, 2012
 
345,038
 
open market purchases
 
$8.7990
 
$3,035,989
August 23, 2012
 
297,710
 
open market purchases
 
$8.6778
 
$2,583,468
August 24, 2012
 
207,114
 
open market purchases
 
$8.6254
 
$1,786,441
August 27, 2012
 
222,543
 
open market purchases
 
$8.6128
 
$1,916,718
August 27, 2012
 
428,815
 
over-the-counter purchase
 
$8.6100
 
$3,692,097
August 28, 2012
 
210,160
 
open market purchases
 
$8.6723
 
$1,822,571
August 29, 2012
 
179,540
 
open market purchases
 
$8.7101
 
$1,563,811
August 30, 2012
 
193,506
 
open market purchases
 
$8.5972
 
$ 1,663,610
August 31, 2012
 
170,220
 
open market purchases
 
$8.7247
 
$1,485,118
September 4, 2012
 
195,172
 
open market purchases
 
$8.7133
 
$1,700,592
September 5, 2012
 
199,013
 
open market purchases
 
$8.6880
 
$1,729,025
September 6, 2012
 
233,870
 
open market purchases
 
$8.8217
 
$2,063,131
September 11, 2012
 
191,919
 
open market purchases
 
$9.0153
 
$1,730,207
September 12, 2012
 
181,540
 
open market purchases
 
$9.0828
 
$1,648,892
September 13, 2012
 
418,008
 
open market purchases
 
$9.1499
 
$3,824,731
September 14, 2012
 
695,104
 
open market purchases
 
$9.3728
 
$6,515,071
September 17, 2012
 
477,797
 
open market purchases
 
$9.2527
 
$4,420,912
September 17, 2012
 
200,000
 
over-the-counter purchase
 
$9.2462
 
$1,849,240
September 18, 2012
 
308,269
 
open market purchases
 
$9.1760
 
$2,828,676
September 19, 2012
 
452,051
 
open market purchases
 
$9.2462
 
$4,179,754
September 19, 2012
 
278,251
 
over-the-counter purchase
 
$9.2416
 
$2,571,484
September 20, 2012
 
324,750
 
open market purchases
 
$9.1587
 
$2,974,288
September 21, 2012
 
481,901
 
open market purchases
 
$9.2972
 
$4,480,330
September 21, 2012
 
375,000
 
over-the-counter purchase
 
$9.2905
 
$3,483,938
September 24, 2012
 
288,246
 
open market purchases
 
$9.2539
 
$2,667,400
September 25, 2012
 
489,285
 
open market purchases
 
$9.1538
 
$4,478,817
September 25, 2012
 
400,000
 
over-the-counter purchase
 
$9.1485
 
$3,659,400
September 26, 2012
 
320,144
 
open market purchases
 
$9.0955
 
$2,911,870
September 27, 2012
 
546,599
 
open market purchases
 
$9.2690
 
$5,066,426
September 27, 2012
 
587,160
 
over-the-counter purchase
 
$9.2959
 
$5,458,203
September 28, 2012
 
717,607
 
open market purchases
 
$9.3480
 
$6,708,190
September 28, 2012
 
897,300
 
over-the-counter purchase
 
$9.3767
 
$8,413,701
October 1, 2012
 
483,412
 
open market purchases
 
$9.4021
 
$4,545,088
October 1, 2012
 
1,051,995
 
over-the-counter purchase
 
$9.4355
 
$9,926,073
 
 

1 All “open market purchases” were made on the New York Stock Exchange.
2 Approximate Weighted Average Price Per Share in the case of open market purchases.
 
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