SEC Form 4

FORM 4		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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HIGHFIELDS CAPITAL MANAGEMENT LP (Last) (First) (Middle) JOHN HANCOCK TOWER, 200 CLARENDON ST, 51ST FL (Street) BOSTON MA 02116 (City) (State) (Zip)	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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/29/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, par value $0.01 per share ("Common Stock")	11/29/2005		S		100,000	D	$19.9851	21,900,000	I	Investment Manager ( 2 )
Common Stock	11/29/2005		S		400,000	D	$19.6872	21,500,000 ( 1 )	I	Investment Manager ( 2 )

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* HIGHFIELDS CAPITAL MANAGEMENT LP (Last) (First) (Middle) JOHN HANCOCK TOWER, 200 CLARENDON ST, 51ST FL (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* HIGHFIELDS GP LLC (Last) (First) (Middle) C/O HIGHFIELDS CAPITAL MANAGEMENT, JOHN HANCOCK TOWER, 200 CLARENDON ST, 51ST FL (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* JACOBSON JONATHON S (Last) (First) (Middle) C/O HIGHFIELDS CAPITAL MANAGEMENT, JOHN HANCOCK TOWER, 200 CLARENDON ST, 51ST FL (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* GRUBMAN RICHARD L (Last) (First) (Middle) C/O HIGHFIELDS CAPITAL MANAGEMENT, JOHN HANCOCK TOWER, 200 CLARENDON ST, 51ST FL (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. Upon this transaction, the reporting persons became the beneficial owners of less than 10% of the Issuer's last reported total outstanding Common Stock.

2. The securities reported herein are directly owned by Highfields Capital I LP ("Highfields I"), Highfields Capital II LP ("Highfields II") and Highfields Capital Ltd. ("Highfields Ltd."), each of which is a fund managed by Highfields Capital Management LP ("Highfields Capital Management"). Each of Highfields Capital Management, Highfields GP LLC, Jonathon S. Jacobson and Richard L. Grubman (each of which is a reporting person hereunder) is a beneficial owner of the Common Stock directly owned by Highfields I, Highfields II and Highfields Ltd.

Remarks:

(3) Joseph F. Mazzella is signing in his capacity as the Authorized Signatory of Highfields GP LLC, the general partner of Highfields Capital Management LP. (4) Joseph F. Mazzella is signing in his capacity as the Authorized Signatory of Highfields GP LLC. (5) Joseph F. Mazzella is signing in his capacity as the Authorized Signatory for Jonathon S. Jacobson. (6) Joseph F. Mazzella is signing in his capacity as the Authorized Signatory for Richard L. Grubman.

	/s/ Joseph F. Mazzella, Authorized Signatory (3)	12/01/2005
	/s/ Joseph F. Mazzella, Authorized Signatory (4)	12/01/2005
	/s/ Joseph F. Mazzella, Authorized Signatory (5)	12/01/2005
	/s/ Joseph F. Mazzella, Authorized Signatory (6)	12/01/2005
	** Signature of Reporting Person	Date
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