UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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).

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*Calculated based on 170,584,530 Ordinary Shares outstanding as of October 31, 2021 as reported by the Issuer on its “Statement of CDIs on Issue” filed with the Australian Securities Exchange on November 3, 2021 (the “Statement of CDIs on Issue”).

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*Calculated based on 170,584,530 Ordinary Shares outstanding as of October 31, 2021 as reported by the Issuer on its Statement of CDIs on Issue.

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* Calculated based on 170,584,530 Ordinary Shares outstanding as of October 31, 2021 as reported by the Issuer on its Statement of CDIs on Issue.

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* Calculated based on 170,584,530 Ordinary Shares outstanding as of October 31, 2021 as reported by the Issuer on its Statement of CDIs on Issue.

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* Calculated based on 170,584,530 Ordinary Shares outstanding as of October 31, 2021 as reported by the Issuer on its Statement of CDIs on Issue.

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* Calculated based on 170,584,530 Ordinary Shares outstanding as of October 31, 2021 as reported by the Issuer on its Statement of CDIs on Issue.

This Amendment No. 5 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, and as amended by Amendment No. 4 (“Amendment No. 4”) filed on October 4, 2021 (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.

Item 5. Interest in Securities of the Issuer

Parts (a)-(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 November 16, 2021, the Reporting Persons beneficially owned, in the aggregate, 26,321,193 Shares, representing approximately 15.43% of the Issuer’s outstanding Shares (calculated based on 170,584,530 Shares outstanding as of October 31, 2021 as reported by the Issuer on its “Statement of CDIs on Issue” filed with the Australian Securities Exchange on November 3, 2021).

(b) Trian AM Holdco beneficially and directly owns and has sole voting power and sole dispositive power with regard to 26,321,193 Shares, except to the extent that other Reporting Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such Shares.

(c) The transactions described in Item 3 herein, which are incorporated by reference into this Item 5(c), describe all of the transactions in the Shares that were effected since the filing of Amendment No. 4, inclusive of all transactions effected through 4:00 p.m., New York City time, on November 16, 2021.  The purchase of Shares described in Item 3 and set forth in the table below were effected in the open market. The prices set forth in the table do not include commissions.

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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: November 16, 2021