Janus Henderson (JHG) Form 3 JANUS HENDERSON / Joshua D. Frank ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Frank Joshua D.

(Last) (First) (Middle)

223 SUNSET AVENUE

(Street)

PALM BEACH FL 33480

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2023

3. Issuer Name and Ticker or Trading Symbol
JANUS HENDERSON GROUP PLC [ JHG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	31,867,800	I	Please see explanation below(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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. Frank is the Co-Chief Investment Officer and a partner of Trian Management, and a limited partner or member of certain affiliates of Trian AM Holdco II, and as such has an indirect interest in the shares of the Issuer held by Trian AM Holdco II. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Frank is a director of the Issuer.

Remarks:

Exhibit 24.1 - Power of Attorney - Josh Frank

	/s/ Daniel R. Marx, Attorney-in-Fact for Josh Frank	06/13/2023
	** 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 5 (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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