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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. 10)*
 
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)
 
November 30, 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. o
 
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).
 
 
 
 

 
 
 
 
 
 
 
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)
 
   
6.
Citizenship or Place of Organization:
 
Tokyo, Japan
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
Sole Voting Power:
 
37,254,654
8.
 
Shared Voting Power:
 
0
9.
 
Sole Dispositive Power:
 
37,254,654
10.
 
Shared Dispositive Power:
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
37,254,654
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
   
13.
Percent of Class Represented by Amount in Row (11):
 
19.9%**
14.
Type of Reporting Person (See Instructions):
 
OO

*
Represents 37,254,654 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 0 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 187,209,321 shares of Company Common Stock outstanding as of October 19, 2012, as reported by the Company in its quarterly report on Form 10-Q for the quarter ended September 30, 2012.  The shares that may have been repurchased by the Company pursuant to its share repurchase program since October 19, 2012 were not taken into account because the Investor does not know the number of shares so repurchased.
 
 
 
2

 
 
 
 
Item 1.  Security and Issuer
 
This Amendment No. 10 (this “Amendment No. 10”) 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 18, 2012, Amendment No. 3 filed on September 25, 2012, Amendment No. 4 filed on October 1, 2012, Amendment No. 5 filed on October 12, 2012, Amendment No. 6 filed on November 5, 2012, Amendment No. 7 filed on November 13, 2012, Amendment No. 8 filed on November 16, 2012 and Amendment No. 9 filed on November 28, 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. 10 is filed, all references in the Schedule 13D to the Schedule 13D shall be deemed to refer to the Schedule 13D as amended by this Amendment No. 10.  Only those items reported in this Amendment No. 10 are amended and all other items in the Schedule 13D remain unchanged.  Capitalized terms used in this Amendment No. 10 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.  Pursuant to the Option Agreement, the Investor does not have the right to exercise a conditional option if such exercise would cause the Investor’s beneficial ownership of Company Common Stock to exceed 20% of the issued and outstanding shares of Company Common Stock.  Accordingly, as of the date of this Amendment No. 10, 0 of the conditional options granted to the Investor pursuant to the Option Agreement are exercisable.  As of the date of this Amendment No. 10, none of the conditional options granted to the Investor pursuant to the Option Agreement have been exercised.
 
Between August 10, 2012, and December 4, 2012, the Investor purchased 37,254,654 shares of Company Common Stock through open market purchases (including over-the-counter purchases) for an aggregate purchase price of $320,818,128.  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 this Amendment No. 10 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 187,209,321, which is the shares of Company Common Stock outstanding as of October 19, 2012, as reported by the Company in its quarterly report on Form 10-Q for the quarter ended September 30, 2012.  The shares that may have been repurchased by the Company pursuant to its share repurchase program since October 19, 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 37,254,654 shares of Company Common Stock, representing approximately 19.9% of the outstanding shares of Company Common Stock.
 
Of these shares, 0 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 the sole power to vote or direct the vote and to dispose or direct the disposition of all 37,254,654 shares of Company Common Stock beneficially owned by it.
 
 
 
3

 
 
 
(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 this Amendment No. 10.  Additionally, on October 2, 2012, the Investor sold an over-the-counter put option giving the counterparty the right to sell 1,000,000 shares of Company Common Stock to the Investor on December 3, 2012 at an exercise price of $8.9585 per share.  On December 3, 2012, the counterparty exercised such right and the Investor bought 1,000,000 shares of Company Common Stock pursuant to the put option.  Except as set forth on Schedule A and as described in Item 3 and this Item 5(c) 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.
 
(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.
 
 
 
 
4

 
 
 
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: December 4, 2012
 
 By:
 /s/ Taku Murakawa
   
 Name:
Taku Murakawa
   
 Title:
General Manager, Investment Administration Department

 
 
 
5

 

 
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
 
 
Range of Prices Per Share
 
 
Aggregate
Purchase Price
August 14, 2012
 
169,436
 
open market purchases
 
$8.4085
 
$8.3400 – $8.4600
 
$1,424,703
August 14, 2012
 
400,000
 
over-the-counter purchase
 
$8.4219
 
n/a
 
$3,368,760
August 15, 2012
 
  65,861
 
open market purchases
 
$8.4549
 
$8.3700 – $8.4600
 
$556,848
August 16, 2012
 
108,234
 
open market purchases
 
$8.4434
 
$8.3800 – $8.4600
 
$913,863
August 17, 2012
 
    9,100
 
open market purchases
 
$8.4577
 
$8.4500 – $8.4600
 
$76,965
August 21, 2012
 
300,000
 
open market purchases
 
$8.7754
 
$8.6800 – $8.8500
 
$2,632,620
August 22, 2012
 
345,038
 
open market purchases
 
$8.7990
 
$8.7300 – $8.8400
 
$3,035,989
August 23, 2012
 
297,710
 
open market purchases
 
$8.6778
 
$8.6100 – $8.8000
 
$2,583,468
August 24, 2012
 
207,114
 
open market purchases
 
$8.6254
 
$8.5300 – $8.6700
 
$1,786,441
August 27, 2012
 
222,543
 
open market purchases
 
$8.6128
 
$8.5200 – $8.7100
 
$1,916,718
August 27, 2012
 
428,815
 
over-the-counter purchase
 
$8.6100
 
n/a
 
$3,692,097
August 28, 2012
 
210,160
 
open market purchases
 
$8.6723
 
$8.5350 – $8,7500
 
$1,822,571
August 29, 2012
 
179,540
 
open market purchases
 
$8.7101
 
$8.6800 – $8.7500
 
$1,563,811
August 30, 2012
 
193,506
 
open market purchases
 
$8.5972
 
$8.5100 – $8.7000
 
$ 1,663,610
August 31, 2012
 
170,220
 
open market purchases
 
$8.7247
 
$8.6250 – $8.7800
 
$1,485,118
September 4, 2012
 
195,172
 
open market purchases
 
$8.7133
 
$8.6100 – $8.7900
 
$1,700,592
September 5, 2012
 
199,013
 
open market purchases
 
$8.6880
 
$8.6400 – $8.7700
 
$1,729,025
September 6, 2012
 
233,870
 
open market purchases
 
$8.8217
 
$8.7400 – $8.8400
 
$2,063,131
September 11, 2012
 
191,919
 
open market purchases
 
$9.0153
 
$8.9550 – $9.0800
 
$1,730,207
September 12, 2012
 
181,540
 
open market purchases
 
$9.0828
 
$9.0100 – $9.1300
 
$1,648,892
September 13, 2012
 
418,008
 
open market purchases
 
$9.1499
 
$8.9600 – $9.2200
 
$3,824,731
September 14, 2012
 
695,104
 
open market purchases
 
$9.3728
 
$9.2700 – $9.4500
 
$6,515,071
September 17, 2012
 
477,797
 
open market purchases
 
$9.2527
 
$9.1600 – $9.3900
 
$4,420,912
September 17, 2012
 
200,000
 
over-the-counter purchase
 
$9.2462
 
n/a
 
$1,849,240
September 18, 2012
 
308,269
 
open market purchases
 
$9.1760
 
$9.1300 – $9.2300
 
$2,828,676
September 19, 2012
 
452,051
 
open market purchases
 
$9.2462
 
$9.1400 – $9.3000
 
$4,179,754
September 19, 2012
 
278,251
 
over-the-counter purchase
 
$9.2416
 
n/a
 
$2,571,484
September 20, 2012
 
324,750
 
open market purchases
 
$9.1587
 
$9.0700 – $9.2200
 
$2,974,288
September 21, 2012
 
481,901
 
open market purchases
 
$9.2972
 
$9.2250 – $9.4100
 
$4,480,330
September 21, 2012
 
375,000
 
over-the-counter purchase
 
$9.2905
 
n/a
 
$3,483,938
September 24, 2012
 
288,246
 
open market purchases
 
$9.2539
 
$9.1900 – $9.3300
 
$2,667,400
September 25, 2012
 
489,285
 
open market purchases
 
$9.1538
 
$9.0700 – $9.3300
 
$4,478,817
September 25, 2012
 
400,000
 
over-the-counter purchase
 
$9.1485
 
n/a
 
$3,659,400
September 26, 2012
 
320,144
 
open market purchases
 
$9.0955
 
$8.9750 – $9.1850
 
$2,911,870
September 27, 2012
 
546,599
 
open market purchases
 
$9.2690
 
$9.1200 – $9.3300
 
$5,066,426
September 27, 2012
 
250,000
 
over-the-counter purchase
 
$9.2500
 
n/a
 
$2,312,500
September 27, 2012
 
337,160
 
over-the-counter purchase
 
$9.3300
 
n/a
 
$3,145,703
September 28, 2012
 
717,607
 
open market purchases
 
$9.3480
 
$9.2000 – $9.4500
 
$6,708,190
September 28, 2012
 
100,000
 
over-the-counter purchase
 
$9.3300
 
n/a
 
$933,000
September 28, 2012
 
100,000
 
over-the-counter purchase
 
$9.3500
 
n/a
 
$935,000
September 28, 2012
 
100,000
 
over-the-counter purchase
 
$9.3700
 
n/a
 
$937,000
 
 

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”.  The Investor undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.
 
 
 
 
6

 
 
 
September 28, 2012
 
200,000
 
over-the-counter purchase
 
$9.3600
 
n/a
 
$1,872,000
September 28, 2012
 
197,300
 
over-the-counter purchase
 
$9.3700
 
n/a
 
$1,848,701
September 28, 2012
 
200,000
 
over-the-counter purchase
 
$9.4400
 
n/a
 
$1,888,000
October 1, 2012
 
483,412
 
open market purchases
 
$9.4021
 
$9.3000 – $9.5800
 
$4,545,088
October 1, 2012
 
  50,000
 
over-the-counter purchase
 
$9.4100
 
n/a
 
$470,500
October 1, 2012
 
  50,000
 
over-the-counter purchase
 
$9.4300
 
n/a
 
$471,500
October 1, 2012
 
100,000
 
over-the-counter purchase
 
$9.4500
 
n/a
 
$945,000
October 1, 2012
 
100,000
 
over-the-counter purchase
 
$9.4000
 
n/a
 
$940,000
October 1, 2012
 
100,000
 
over-the-counter purchase
 
$9.4200
 
n/a
 
$942,000
October 1, 2012
 
260,000
 
over-the-counter purchase
 
$9.4400
 
n/a
 
$2,454,400
October 1, 2012
 
200,000
 
over-the-counter purchase
 
$9.4800
 
n/a
 
$1,896,000
October 1, 2012
 
191,995
 
over-the-counter purchase
 
$9.4100
 
n/a
 
$1,806,673
October 3, 2012
 
238,976
 
open market purchases
 
$9.3335
 
$9.1600 – $9.4200
 
$2,230,482
October 4, 2012
 
258,924
 
open market purchases
 
$9.3656
 
$9.3200 – $9.4700
 
$2,424,979
October 5, 2012
 
392,709
 
open market purchases
 
$9.4283
 
$9.3075 – $9.5500
 
$3,702,578
October 8, 2012
 
365,573
 
open market purchases
 
$9.2370
 
$9.1700 – $9.3200
 
$3,376,798
October 9, 2012
 
458,103
 
open market purchases
 
$9.1958
 
$9.1200 – $9.3000
 
$4,212,624
October 10, 2012
 
143,495
 
open market purchases
 
$9.1134
 
$9.0800 – $9.1800
 
$1,307,727
October 11, 2012
 
211,063
 
open market purchases
 
$9.2116
 
$9.1600 – $9.2800
 
$1,944,228
October 12, 2012
 
327,033
 
open market purchases
 
$8.9047
 
$8.8000 – $9.1400
 
$2,912,131
October 15, 2012
 
596,129
 
open market purchases
 
$8.8858
 
$8.7600 – $8.9400
 
$5,297,083
October 16, 2012
 
203,871
 
open market purchases
 
$8.9817
 
$8.9500 – $9.0200
 
$1,831,108
October 31, 2012
 
435,069
 
open market purchases
 
$8.4512
 
$8.3400 – $8.5300
 
$3,676,855
November 1, 2012
 
501,049
 
open market purchases
 
$8.5850
 
$8.3200 – $8.6500
 
$4,301,506
November 2, 2012
 
534,840
 
open market purchases
 
$8.4955
 
$8.3700 – $8.6700
 
$4,543,733
November 5, 2012
 
264,901
 
open market purchases
 
$8.4651
 
$8.3900 – $8.5100
 
$2,242,413
November 6, 2012
 
250,751
 
open market purchases
 
$8.5385
 
$8.4400 – $8.6000
 
$2,141,037
November 7, 2012
 
386,018
 
open market purchases
 
$8.1972
 
$8.1000 – $8.4000
 
$3,164,267
November 8, 2012
 
632,910
 
open market purchases
 
$8.1930
 
$8.0900 – $8.2400
 
$5,185,432
November 9, 2012
 
552,326
 
open market purchases
 
$8.1948
 
$8.0300 – $8.2900
 
$4,526,201
November 12, 2012
 
381,820
 
open market purchases
 
$8.1933
 
$8.1000 – $8.2600
 
$3,128,366
November 13, 2012
 
900,599
 
open market purchases
 
$7.9532
 
$7.8800 – $8.0400
 
$7,162,644
November 14, 2012
 
622,456
 
open market purchases
 
$7.9620
 
$7.8900 – $8.0800
 
$4,955,995
November 14, 2012
 
485,000
 
over-the-counter purchase
 
$7.9580
 
n/a
 
$3,859,630
November 14, 2012
 
118,369
 
over-the-counter purchase
 
$7.9580
 
n/a
 
$941,981
November 14, 2012
 
100,045
 
over-the-counter purchase
 
$7.9580
 
n/a
 
$796,158
November 14, 2012
 
100,000
 
over-the-counter purchase
 
$7.9580
 
n/a
 
$795,800
November 14, 2012
 
  77,329
 
over-the-counter purchase
 
$7.9580
 
n/a
 
$615,384
November 15, 2012
 
863,164
 
open market purchases
 
$8.0467
 
$7.9300 – $8.1300
 
$6,945,622
November 16, 2012
 
840,166
 
open market purchases
 
$8.0428
 
$7.9300 – $8.2000
 
$6,757,287
November 19, 2012
 
511,671
 
open market purchases
 
$8.2785
 
$8.1700 – $8.3400
 
$4,235,868
November 20, 2012
 
685,583
 
open market purchases
 
$8.3680
 
$8.2200 – $8.4500
 
$5,736,959
November 21, 2012
 
402,000
 
open market purchases
 
$8.3369
 
$8.2500 – $8.4500
 
$3,351,434
November 26, 2012
 
299,918
 
open market purchases
 
$8.4574
 
$8.3725 – $8.4900
 
$2,536,526
November 27,2012
 
278,513
 
open market purchases
 
$8.4472
 
$8.3800 – $8.5000
 
$2,352,655
November 28, 2012
 
674,037
 
open market purchases
 
$8.3367
 
$8.2400 – $8.4300
 
$5,619,244
November 29, 2012
 
925,627
 
open market purchases
 
$8.3797
 
$8.2550 – $8.5000
 
$7,756,477
November 30, 2012
 
2,075,314   
 
open market purchases
 
$8.1775
 
$8.0700 – $8.3900
 
$16,970,880
November 30, 2012
 
  43,923
 
over-the-counter purchase
 
$8.1730
 
n/a
 
$358,982
November 30, 2012
 
  68,207
 
over-the-counter purchase
 
$8.1730
 
n/a
 
$557,456
November 30, 2012
 
250,000
 
over-the-counter purchase
 
$8.1730
 
n/a
 
$2,043,250
December 3, 2012
 
2,650,000   
 
open market purchases
 
$7.9215
 
$7.8400 – $8.1400
 
$20,991,975
December 3, 2012
 
250,000
 
over-the-counter purchase
 
$7.9190
 
n/a
 
$1,979,750
December 3, 2012
 
217,075
 
over-the-counter purchase
 
$7.9190
 
n/a
 
$1,719,017
December 3, 2012
 
200,000
 
over-the-counter purchase
 
$7.9190
 
n/a
 
$1,583,800
December 3, 2012
 
  57,925
 
over-the-counter purchase
 
$7.9190
 
n/a
 
$458,708
December 3, 2012
 
  50,000
 
over-the-counter purchase
 
$7.9190
 
n/a
 
$395,950
December 3, 2012
 
  50,000
 
over-the-counter purchase
 
$7.9190
 
n/a
 
$395,950
 
 
 
7

 
 
 
 
December 3, 2012
 
  25,000
 
over-the-counter purchase
 
$7.9190
 
n/a
 
$197,975
December 3, 2012
 
1,000,000    
 
exercise of put option (obligation to buy)
 
$8.9585
 
n/a
 
$8,958,500
December 4, 2012
 
1,195,503   
 
open market purchases
 
$7.7605
 
$7.6950 – $7.9000
 
$9,277,701


 
 
 
8

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