Sec Form 4 Filing - BELGRAD STEPHEN @ JANUS CAPITAL GROUP INC - 2006-02-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BELGRAD STEPHEN
2. Issuer Name and Ticker or Trading Symbol
JANUS CAPITAL GROUP INC [ JNS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Treasurer
(Last) (First) (Middle)
151 DETROIT STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2006
(Street)
DENVER, CO80206
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 02/13/2006 A 4,511 A $ 0 11,656 D
Common Stock 1,344.64 ( 1 ) I Held by ESOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Stock Option (Right to Buy) $ 21.57 02/13/2006 A 15,086 ( 2 ) 02/12/2013 Common Stock 15,086 $ 0 15,086 D
Stock Option (Right to Buy) $ 14.39 ( 3 ) 02/03/2015 Common Stock 21,395 21,395 D
Stock Option (Right to Buy) and LSAR ( 4 ) $ 16.24 ( 5 ) 02/03/2014 Common Stock 56,307 56,307 D
Stock Option (Right to Buy) and LSAR ( 4 ) $ 14.37 ( 6 ) 05/07/2013 Common Stock 56,197 56,197 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BELGRAD STEPHEN
151 DETROIT STREET
DENVER, CO80206
SVP, Treasurer
Signatures
Kathlene D. Duncan, Attorney-in-Fact for Stephen Belgrad 02/15/2006
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes shares contributed by issuer to reporting person in 2005 under the Employee Stock Ownership Plan ("ESOP") and reflects total number of shares held in the ESOP as of February 15, 2006.
( 2 )The option vests annually in four approximately equal installments (within one share) beginning on February 1, 2007.
( 3 )The option vests annually in four approximately equal installments (within one share) beginning on February 1, 2006.
( 4 )Subject to compliance with Section 409A of the Internal Revenue Code, Limited Stock Appreciation Rights ("LSARs") are granted in tandem with stock options. LSARs are automatically exercised (in lieu of related options) upon a change-of-control of the issuer which has not been approved by certain members of the issuer's board of directors and result in the receipt of only cash by the option holder. LSARs terminate when the related options are exercised or terminated. All LSARs unvested as of January 1, 2005 have been terminated.
( 5 )The option award vests annually in three equal installments beginning on December 31, 2004.
( 6 )The option award vests annually in three installments beginning on May 8, 2004; the first vesting event will be 18,733, and the last two vesting events will be 18,732 per vesting event.

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).

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