Form SCHEDULE 13G Janus Living, Inc. Filed by: HEALTHPEAK PROPERTIES, INC.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Janus Living, Inc. (Name of Issuer) |
Class A-1 Common Stock (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Healthpeak Properties, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MARYLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
214,734,026.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
81.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Represents 138,816,246 shares of Class A-1 Common Stock and 75,917,780 shares of Class A-2 Common Stock held by Janus Member, LLC, an indirect subsidiary of Healthpeak Properties, Inc. ("Healthpeak"). The Class A-2 Common Stock represents the voting rights associated with the operating partnership units in Janus Living OP, LLC ("OP Units") held by CCRC PropCo Ventures, LLC, an indirect subsidiary of Healthpeak, and shares of the Class A-2 Common Stock are cancelled upon the redemption of the OP Units for cash, or shares of Class A-1 Common Stock, at the election of the Janus Living OP, LLC, on a one-for-one basis. Healthpeak controls the voting and disposition of these securities.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Janus Member, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
214,734,026.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Healthpeak has voting and dispositive power over these securities.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Janus Living, Inc. | |
| (b) | Address of issuer's principal executive offices:
4600 South Syracuse Street, Suite 500, Denver, CO 80237 | |
| Item 2. | ||
| (a) | Name of person filing:
Healthpeak Properties, Inc. and Janus Member, LLC | |
| (b) | Address or principal business office or, if none, residence:
4600 South Syracuse Street, Suite 500, Denver, CO 80237 | |
| (c) | Citizenship:
MD (Healthpeak Properties, Inc.) and DE (Janus Member, LLC) | |
| (d) | Title of class of securities:
Class A-1 Common Stock | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
214,734,026 Represents 138,816,246 shares of Class A-1 Common Stock and 75,917,780 shares of Class A-2 Common Stock held by Janus Member, LLC, an indirect subsidiary of Healthpeak. The Class A-2 Common Stock represents the voting rights associated with the OP Units held by CCRC PropCo Ventures, LLC, an indirect subsidiary of Healthpeak, and the Class A-2 Common Stock are cancelled upon the redemption of the OP Units for cash, or shares of Class A-1 Common Stock, at the election of the Janus Living OP, LLC, on a one-for-one basis. Healthpeak controls the voting and disposition of these securities. | |
| (b) | Percent of class:
81.6% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
214,734,026 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
214,734,026 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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