EDWARD P. GARDEN - 01 Feb 2022 Form 3 Insider Report for JANUS HENDERSON GROUP PLC (JHG)

Role
Director
Signature
/s/ Daniel R. Marx, Attorney-In-Fact for Edward P. Garden
Issuer symbol
JHG
Transactions as of
01 Feb 2022
Transactions value $
$0
Form type
3
Filing time
09 Feb 2022, 17:45:22 UTC
Previous filing
04 Jan 2022
Next filing
09 Mar 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 28.3M 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. Garden 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. Garden 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. Garden is a director of the Issuer.

Remarks:

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