SEC Form 3 filed by new insider Healthpeak Properties, Inc.
$JAN
| 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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/20/2026 | 3. Issuer Name and Ticker or Trading Symbol
Janus Living, Inc. [ JAN ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||
| 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) |
| Class A-1 Common Stock | 138,816,246 | I | By Janus Member LLC |
| Class A-2 Common Stock(1) | 75,917,780 | I | By Janus Member LLC |
| 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 | ||||
| OP Units | (2) | (2) | Class A-1 Common Stock | 75,917,780 | (2) | I | By CCRC PropCo Ventures |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||||||
| Explanation of Responses: |
| 1. Shares of Class A-2 Common Stock provide a one-for-one voting right per common unit of membership interest ("OP Unit") in Janus Living OP, LLC, a subsidiary of the Issuer ("Janus OP"), directly or indirectly held by the reporting persons, until such OP Unit is sold, transferred or otherwise disposed of to any person or entity (other than the reporting persons or certain affiliates), redeemed for cash or, at the election of the Issuer, exchanged for shares of Class A-1 Common Stock pursuant to the terms of the Janus OP operating agreement. |
| 2. OP Units are redeemable, at the election of the holder, for cash equal to the fair market value of one share of the Issuer's Class A-1 Common Stock or, at the option of Janus OP, convertible to shares of Class A-1 Common Stock on a one-for-one basis, and have no expiration date. |
| HealthPeak Properties, Inc. /s/ Carol B. Samaan, Senior Vice President, Deputy General Counsel, and Corporate Secretary | 03/20/2026 | |
| Janus Member, LLC /s/ Carol B. Samaan, Senior Vice President, Deputy General Counsel and Corporate Secretary | 03/20/2026 | |
| CCRC PropCo Ventures, LLC /s/ Shawn G. Johnston, Executive Vice President and Chief Financial Officer | 03/20/2026 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||