Filing Details

INVESCO LTD.

Common Stock, par value $0.20 per share

G491BT108

December 13, 2021

This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on September 22, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 (“Amendment No. 1”) filed on November 5, 2020 (as amended, the “Schedule 13D”), relating to the Common Stock, par value $0.20 per share (the “Shares”), of Invesco Ltd., a Bermuda exempted company (the “Issuer”). The address of the principal executive office of the Issuer is 1555 Peachtree Street, NE., Suite 1800, Atlanta, Georgia 30309.

 

Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule 13D.  Except as set forth herein, the Schedule 13D is unmodified.

 

Items 3, 4, 5 and 6 of the Schedule 13D are hereby amended and supplemented as follows:

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

(a) As of 4:00 p.m., New York City time, on December 14, 2021, the Reporting Persons beneficially owned, in the aggregate, 45,473,859 Shares, representing approximately 9.86% of the Issuer’s outstanding Shares (calculated based on 461,206,517 Shares outstanding as of September 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).

(b) Trian AM Holdco beneficially and directly owns and has sole voting power and sole dispositive power with regard to 45,457,427 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.

Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian AM Holdco (as discussed in Item 2 of the Original Schedule 13D), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares that Trian AM Holdco directly and beneficially owns.  Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.

Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Ed Garden, by virtue of the Director Fee Agreements (which agreements are discussed in Item 6 of Amendment No. 1) may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Director Shares that Nelson Peltz and Ed Garden directly and beneficially own.  Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Director Shares for all other purposes.

(c)  The transactions described in the second paragraph of Item 3 herein, which are incorporated by reference into this Item 5(c), describe all of the transactions in the Shares and Options that were effected during the past sixty (60) days by any of the Reporting Persons, inclusive of all transactions effected through 4:00 p.m., New York City time, on December 14, 2021.  The transactions described in the second paragraph of Item 3 were effected in privately negotiated transactions with the Counterparty.

Item 6 of the Schedule 13D is hereby amended and supplanted by adding the following information:

The disclosures in Items 3 and 5 above are incorporated herein by reference.