FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FREDERICKS J RICHARD 		2. Issuer Name and Ticker or Trading Symbol

JANUS CAPITAL GROUP INC [ JNS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

151 DETROIT STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/30/2017
(Street)

DENVER, CO 80206
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/30/2017   (1)   D    93156   D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  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").
(2)  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, and each RSU outstanding immediately prior to the consummation of the Merger was assumed by Janus Henderson and was converted into 0.47190 of a restricted stock unit payable in Ordinary Shares (with the total rounded up to the nearest whole share) with the same terms and conditions as were in effect immediately prior to the completion of the Merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FREDERICKS J RICHARD
151 DETROIT STREET
DENVER, CO 80206 		X



Signatures
/s/ Sue J. Armstrong, Attorney-in-Fact for J. Richard Fredericks 6/1/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Janus (NYSE:JNS)
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