SEC Form 3

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

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1. Name and Address of Reporting Person* Invesco Ltd. (Last) (First) (Middle) 1555 PEACHTREE STREET NE SUITE 1800 (Street) ATLANTA GA 30309 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/01/2009	3. Issuer Name and Ticker or Trading Symbol Invesco Mortgage Capital Inc. [ IVR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)
Common Stock, par value $0.01 per share	75,100	I	Through subsidiary(1)

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
Units of Limited Partnership Interest(2)	(3)	(3)	Common Stock	1,425,000	$0	I	By subsidiary(2)(3)

1. Name and Address of Reporting Person* Invesco Ltd. (Last) (First) (Middle) 1555 PEACHTREE STREET NE SUITE 1800 (Street) ATLANTA GA 30309 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Invesco Investments (Bermuda) Ltd. (Last) (First) (Middle) CANON'S COURT 22 VICTORIA STREET (Street) HAMILTON D0 HM 12 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Invesco Ltd. beneficially owns common stock in the issuer through its indirect, wholly-owned subsidiary Invesco Insititutional (N.A.), Inc.

2. Units of Limited Partnership Interest ("OP units") are issued by IAS Operating Partnership LP, a limited partnership. OP units are exchangeable, on a one-for-one basis, by Invesco Investments (Bermuda) Ltd. for either, at the issuer's option: (i) cash equal to the market value of an equivalent number of shares of the issuer's common stock, or (ii) shares of the issuer's common stock.

3. OP units are exchangeable for common stock of the issuer commencing upon their issuance and for so long as they are outstanding.

Remarks:

This Form 3 is filed jointly by Invesco Ltd. and its wholly owned subsidiary Invesco Investments (Bermuda) Ltd.

	By: /s/ Robert H. Rigsby	07/06/2009
	** 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).
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