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Filing Details

Accession Number:: 0001345471-22-000012
Form Type:: 13D Filing
Publication Date:: 2022-01-31 19:00:00

Filed By:: Trian Partners
Company:: Janus Henderson Group Plc (NYSE:JHG)
Filing Date:: 2022-02-01
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Nelson Peltz	28,272,648	28,272,648	28,272,648	16.72%
Peter W. May	28,272,648	28,272,648	28,272,648	16.72%
Edward P. Garden	28,272,648	28,272,648	28,272,648	16.72%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

JANUS HENDERSON GROUP PLC

(Name of Issuer)

Ordinary Shares, $1.50 per share par value

(Title of Class of Securities)

G4474Y214

(CUSIP Number)

Brian L. Schorr, Esq.

Trian Fund Management, L.P.

280 Park Avenue, 41^st Floor

New York, New York 10017

Tel. No.: (212) 451-3000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 1, 2022

(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 Rule 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).

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Peltz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 28,272,648
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 28,272,648
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,272,648
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.72%*
14	TYPE OF REPORTING PERSON IN

_______

*Calculated based on 169,046,154 Ordinary Shares outstanding as of December 31, 2021 as reported by the Issuer on its “Statement of CDIs on Issue” filed with the Australian Securities Exchange on January 5, 2022 (the “Statement of CDIs on Issue”).

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter W. May
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 28,272,648
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 28,272,648
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,272,648
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.72%*
14	TYPE OF REPORTING PERSON IN

_______

*Calculated based on 169,046,154 Ordinary Shares outstanding as of December 31, 2021 as reported by the Issuer on its Statement of CDIs on Issue.

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward P. Garden
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 28,272,648
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 28,272,648
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,272,648
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.72%*
14	TYPE OF REPORTING PERSON IN

_______

* Calculated based on 169,046,154 Ordinary Shares outstanding as of December 31, 2021 as reported by the Issuer on its Statement of CDIs on Issue.

1	NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 28,272,648
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 28,272,648
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,272,648
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.72%*
14	TYPE OF REPORTING PERSON PN

_______

* Calculated based on 169,046,154 Ordinary Shares outstanding as of December 31, 2021 as reported by the Issuer on its Statement of CDIs on Issue.

1	NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 28,272,648
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 28,272,648
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,272,648
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.72%*
14	TYPE OF REPORTING PERSON OO

_______

* Calculated based on 169,046,154 Ordinary Shares outstanding as of December 31, 2021 as reported by the Issuer on its Statement of CDIs on Issue.

1	NAME OF REPORTING PERSON Trian Partners AM Holdco II, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 85-2619230
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 28,272,648
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 28,272,648
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,272,648
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.72%*
14	TYPE OF REPORTING PERSON OO

_______

* Calculated based on 169,046,154 Ordinary Shares outstanding as of December 31, 2021 as reported by the Issuer on its Statement of CDIs on Issue.

This Amendment No. 8 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on October 2, 2020, as amended by Amendment No. 1, filed on May 12, 2021, as amended by Amendment No. 2 filed on May 19, 2021, as amended by Amendment No. 3 filed on July 19, 2021, as amended by Amendment No. 4 filed on October 4, 2021, as amended by Amendment No. 5 filed on November 16, 2021, as amended by Amendment No. 6 filed on December 13, 2021, and as amended by Amendment No. 7 (“Amendment No. 7”) filed on January 6, 2022 (as amended, the “Schedule 13D”), relating to the Ordinary Shares, $1.50 per share par value (the “Shares”), of Janus Henderson Group plc, a company incorporated and registered in Jersey, Channel Islands (the “Issuer”). The address of the principal executive office of the Issuer is 201 Bishopsgate, London, EC2M 3AE United Kingdom.

Capitalized terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Items 4 and 5 of the Schedule 13D are hereby amended and supplemented as follows:

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On February 1, 2022, the Issuer increased the size of its Board and appointed each of Nelson Peltz, Chief Executive Officer and a Founding Partner of Trian Management, and Ed Garden, Chief Investment Officer and a Founding Partner of Trian Management, as Independent Non-Executive Directors effective as of such date. The Issuer has agreed to include Mr. Peltz and Mr. Garden on its slate of director nominees in its proxy statement for its 2022 Annual General Meeting.

The Board has appointed Mr. Peltz to the Nominating and Corporate Governance Committee, and it has appointed Mr. Garden to the Nominating and Corporate Governance Committee and the Compensation Committee.

Item 5. Interest in Securities of the Issuer

Parts (a) and (c) of Item 5 of the Schedule 13D are hereby amended and supplemented by adding the following information:

(a) As of 4:00 p.m., New York City time, on January 31, 2022, the Reporting Persons beneficially owned, in the aggregate, 28,272,648 Shares, representing approximately 16.72% of the Issuer’s outstanding Shares (calculated based on 169,046,154 Shares outstanding as of December 31, 2021 as reported by the Issuer on its “Statement of CDIs on Issue” filed with the Australian Securities Exchange on January 5, 2022).

[INTENTIONALLY LEFT BLANK]

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 1, 2022

TRIAN FUND MANAGEMENT, L.P.
By:	Trian Fund Management GP, LLC, its general partner

By:	/s/EDWARD P. GARDEN
	Name:	Edward P. Garden
	Title:	Member

TRIAN FUND MANAGEMENT GP, LLC

By:	/s/EDWARD P. GARDEN
	Name:	Edward P. Garden
	Title:	Member

TRIAN PARTNERS AM HOLDCO II, LTD.

By:	/s/EDWARD P. GARDEN
	Name:	Edward P. Garden
	Title:	Director

/s/NELSON PELTZ Nelson Peltz
/s/PETER W. MAY Peter W. May
/s/EDWARD P. GARDEN Edward P. Garden