Janus Henderson : SEC Trian Form 13-D/A

For personal use only

Janus Henderson Group - SEC Trian Form 13-D/A

6 January 2022 (London)

A copy of Trian Fund Management, L.P. SEC Form 13-D/A filing is included below.

	* * *
Authorised by:
Michelle Rosenberg, Company Secretary
Investor enquiries
Melanie Horton	[phone]
Co-Head Investor Relations (Non-US)	[e-mail]
Jim Kurtz	[phone]
Co-Head Investor Relations (US)	[e-mail]
Investor Relations	[e-mail]

About Janus Henderson

Janus Henderson Group is a leading global active asset manager dedicated to helping investors achieve long-term financial goals through a broad range of investment solutions, including equities, fixed income, quantitative equities, multi-asset and alternative asset class strategies.

At 30 September 2021, Janus Henderson had approximately US$419 billion in assets under management, more than 2,000 employees, and offices in 25 cities worldwide. Headquartered in London, the company is listed on the New York Stock Exchange (NYSE) and the Australian Securities Exchange (ASX).

Janus Henderson Group plc 13 Castle Street,

Jersey JE1 1ES Registered in Jersey No. 101484

ABN 67 133 992 766

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

JANUS HENDERSON GROUP PLC

only	(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, 41st Floor
		New York, New York 10017
		Tel. No.: [phone]
use	(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
		January 5, 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 ☐.

	N	te: 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
	wh	m c pies are to be sent.
	personal
For

*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 ub equent 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
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	7	SOLE VOTING POWER
			0
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER
	28,272,648
OWNED BY EACH REPORTING PERSON
9	SOLE DISPOSITIVE POWER
only	WITH
			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)
use14	16.72%*
TYPE OF REPORTING PERSON

IN

(a) [ ]

(b) [_]

[_]

[ ]

_______

personal*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").

For

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
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	7	SOLE VOTING POWER
			0
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER
	28,272,648
OWNED BY EACH REPORTING PERSON
9	SOLE DISPOSITIVE POWER
only	WITH
use			0
IN	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

_______

personal*Ca cu ated 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. For

(a) [ ]

(b) [_]

[_]

[ ]

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
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	7	SOLE VOTING POWER
			0
NUMBER OF SHARES BENEFICIALLY	8	SHARED VOTING POWER
	28,272,648
OWNED BY EACH REPORTING PERSON
9	SOLE DISPOSITIVE POWER
only	WITH
use			0
IN	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

_______

personal* Ca cu ated 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. For

(a) [ ]

(b) [_]

[_]

[ ]