FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Invesco Ltd. [ IVZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/13/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 12/13/2021 | X | 1,172,869 | A | $10.0483(1)(2)(3) | 37,912,212 | I | Please see explanation below(4)(5) | ||
Common Shares | 12/13/2021 | X | 3,517,694 | A | $10.7484(1)(2)(6) | 41,429,906 | I | Please see explanation below(4)(5) | ||
Common Shares | 12/13/2021 | X | 3,500,000 | A | $10.6754(1)(2)(7) | 44,929,906 | I | Please see explanation below(4)(5) | ||
Common Shares | 12/13/2021 | X | 527,521 | A | $10.8176(1)(2)(8) | 45,457,427 | I | Please see explanation below(4)(5) | ||
Common Shares | 8,216 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Put-Call Option (right and obligation to buy) | $10.0483(1)(2)(3) | 12/13/2021 | X | 1,172,869 | (1)(2) | 10/25/2023 | Common Shares | 1,172,869 | $0.00 | 0 | I | Please see explanation below(4)(5) | |||
Put-Call Option (right and obligation to buy) | $10.7484(1)(2)(6) | 12/13/2021 | X | 3,517,694 | (1)(2) | 10/25/2023 | Common Shares | 3,517,694 | $0.00 | 0 | I | Please see explanation below(4)(5) | |||
Put-Call Option (right and obligation to buy) | $10.6754(1)(2)(7) | 12/13/2021 | X | 3,500,000 | (1)(2) | 10/25/2023 | Common Shares | 3,500,000 | $0.00 | 0 | I | Please see explanation below(4)(5) | |||
Put-Call Option (right and obligation to buy) | $10.8176(1)(2)(8) | 12/13/2021 | X | 527,521 | (1)(2) | 10/25/2023 | Common Shares | 527,521 | $0.00 | 0 | I | Please see explanation below(4)(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Trian AM Holdco (as defined below) previously entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which it became entitled to the same economic gain or loss as if it had purchased the indicated shares. |
2. In these transactions, simultaneously with the purchase of each call option, Trian AM Holdco also sold a put option to the counterparty for the same number of shares pursuant to which, if on or prior to October 25, 2023 (the "Exercise Date") the exercise price per share of the call option were greater than the closing price of the shares on the Exercise Date (the "Closing Price"), the counterparty would be entitled to cause Trian AM Holdco, at its election to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price. |
3. The put-call option was previously reported at an exercise price of $10.78 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. |
4. Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners AM Holdco, Ltd. ("Trian AM Holdco") and as such determines the investment and voting decisions of Trian AM Holdco with respect to the shares of the Issuer held by it. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of Trian AM Holdco. Accordingly, Mr. Peltz and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by Trian AM Holdco. |
5. (FN 4, contd.) The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer. |
6. The put-call option was previously reported at an exercise price of $11.4747 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. |
7. The put-call option was previously reported at an exercise price of $11.4025 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. |
8. The put-call option was previously reported at an exercise price of $11.5437 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. |
Remarks: |
The shares which are reported on this Form 4 as being indirectly held by Mr. Nelson Peltz and Trian Management through their relationship with Trian AM Holdco and the transactions with respect to such shares, are also reported on the Form 4 filed by Mr. Edward P. Garden and Trian Management and represent the same shares and transactions. |
Stuart I. Rosen, Attorney-In-Fact for Nelson Peltz | 12/15/2021 | |
Stuart I. Rosen, Attorney-In-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P. | 12/15/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |