SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* Lo Andrew Tak Shing (Last) (First) (Middle) INVESCO, 32/F THREE PACIFIC PLACE 1 QUEENS ROAD EAST (Street) HONG KONG F4 00000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Invesco Ltd. [ IVZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Managing Director
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Ordinary Shares	12/04/2007		J(1)	1,942.7233	D	$0.00	0	D
Common Shares	12/04/2007		J(1)	971(1)	A	$0.00	176,903(2)	D

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Awards -Time Vesting	(3)	12/04/2007		J(1)		333,333	12/31/2008	(4)	Ordinary Shares	333,333	$0.00	0	D
Deferred Share Awards -Time Vesting	(3)	12/04/2007		J(1)	166,666(1)		12/31/2008	(4)	Common Shares	166,666	$0.00	166,666	D
Deferred Share Awards -Time Vesting	(3)	12/04/2007		J(1)		333,333	12/31/2009	(4)	Ordinary Shares	333,333	$0.00	0	D
Deferred Share Awards -Time Vesting	(3)	12/04/2007		J(1)	166,666(1)		12/31/2009	(4)	Common Shares	166,666	$0.00	166,666	D
Options to Purchase -Time Vesting	(5)	12/04/2007		J(1)		25,000	10/30/2001	10/29/2008	Ordinary Shares	25,000	$0.00	0	D
Options to Purchase -Time Vesting	(6)	12/04/2007		J(1)	12,500(1)		10/30/2001	10/29/2008	Common Shares	12,500	$0.00	12,500	D
Options to Purchase -Time Vesting	(7)	12/04/2007		J(1)		25,000	12/09/2002	12/08/2009	Ordinary Shares	25,000	$0.00	0	D
Options to Purchase -Time Vesting	(8)	12/04/2007		J(1)	12,500(1)		12/09/2002	12/08/2009	Common Shares	12,500	$0.00	12,500	D
Options to Purchase -Time Vesting	(9)	12/04/2007		J(1)		150,000	12/04/2004	12/03/2011	Ordinary Shares	150,000	$0.00	0	D
Options to Purchase -Time Vesting	(10)	12/04/2007		J(1)	75,000(1)		12/04/2004	12/03/2011	Common Shares	75,000	$0.00	75,000	D
Options to Purchase -Time Vesting	(11)	12/04/2007		J(1)		42,500	12/01/2003	11/30/2010	Ordinary Shares	42,500	$0.00	0	D
Options to Purchase -Time Vesting	(12)	12/04/2007		J(1)	21,250(1)		12/01/2003	11/30/2010	Common Shares	21,250	$0.00	21,250	D
Options to Purchase -Performance Vesting -Vested	(13)	12/04/2007		J(1)		50,000	02/13/2007	12/15/2013	Ordinary Shares	50,000	$0.00	0	D
Options to Purchase -Performance Vesting -Vested	(14)	12/04/2007		J(1)	25,000(1)		02/13/2007	12/15/2013	Common Shares	25,000	$0.00	25,000	D

Explanation of Responses:

1. This Form 5 reports a reclassification of securities in a transaction subject to Rule 16b-7 and a reverse stock split subject to Rule 16a-9. On December 4, 2007, INVESCO PLC effected a redomicile to Bermuda pursuant to a U.K. Scheme of Arrangement under which all shareholders received Common Shares in Invesco, Ltd., the new Bermuda parent company, in exchange for their Ordinary Shares, par value $0.10 per share, in INVESCO PLC (the "Redomicile"). Following the Redomicile, Invesco Ltd. effected a one-for-two reverse stock split, such that shareholders now hold Common Shares, par value $0.20 per share, in Invesco Ltd. All equity awards of the issuer were adjusted for these events, and the holdings described on this Form 5 represent the post-Redomicile holdings of the reporting person.

2. Includes common shares acquired pursuant to the vesting of deferred share awards, which were previously reported on Form 4s filed on December 4, 2007 and January 3, 2008.

3. Not applicable

4. Deferred share award expires upon failure to vest

5. Exercise Price=4.1600 Pounds Sterling per share

6. Exercise Price=8.3200 Pounds Sterling per share

7. Exercise Price=6.6000 Pounds Sterling per share

8. Exercise Price=13.2000 Pounds Sterling per share

9. Exercise Price=9.5000 Pounds Sterling per share

10. Exercise Price=19.0000 Pounds Sterling per share

11. Exercise Price=11.0000 Pounds Sterling per share

12. Exercise Price=22.0000 Pounds Sterling per share

13. Exercise Price=3.7400 Pounds Sterling per share

14. Exercise Price=7.48 Pounds Sterling per share

Remarks:

	/s/ Jonathan J. Doyle, as Attorney in Fact	02/14/2008
	** 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 4 (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).
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