INVESCO LTD.

Common Stock, par value $0.20 per share

G491BT108

March 25, 2022

---

---

---

---

---

---

---

This Amendment No. 4 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 filed on November 5, 2020, Amendment No. 2 (“Amendment No. 2”) filed on December 15, 2021, and Amendment No. 3 (“Amendment No. 3”) filed on February 1, 2022 (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, 5 and 6 of the Schedule 13D are hereby amended and supplemented as follows:

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

Since the filing of Amendment No. 3, Trian AM Holdco has purchased 6,768,053 Shares in the open market for an aggregate purchase price of $139,928,259 (including commissions).  The source of funding for the transactions referred to in this Item 3 was the general working capital of Trian AM Holdco and/or other funds and investment vehicles managed by Trian Management.

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 March 25, 2022, the Reporting Persons beneficially owned, in the aggregate, 48,504,114 Shares, representing approximately 10.53% of the Issuer’s outstanding Shares (calculated based on 460,750,636 Shares outstanding as of January 31, 2022, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2021).

(b) Trian AM Holdco beneficially and directly owns and has sole voting power and sole dispositive power with regard to 48,490,480 Shares, except to the extent that other Reporting Persons as described in this Item 5(b) may be deemed to have shared voting power and shared dispositive power with regard to such Shares.

(c)   Set forth in the table below and in Item 6 are all transactions with respect to the Shares effected during the past sixty days, inclusive of all transactions effected through 4:00 pm, New York City time, on March 25, 2022.  All such transactions listed in the table below were effected in the open market.  The prices set forth in the table do not include commissions.

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

As previously disclosed in Amendment No. 2, each of Nelson Peltz and Ed Garden, in their capacities as directors of the Issuer, received 5,807 Director Shares on May 15, 2021. Each of Mr. Peltz and Mr. Garden forfeited 1,399 of these Director Shares immediately following their resignation from the Board on February 1, 2022.

---