Invesco Ltd. |
(Name of Issuer)
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Common Shares, par value $0.20 per share |
(Title of Class of Securities)
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G491BT108 |
(CUSIP Number)
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Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Michael O'Connor
(800) 767-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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May 24, 2019 |
(Date of Event which Requires Filing of this Statement)
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CUSIP No. G491BT108
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13D
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Massachusetts Mutual Life Insurance Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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75,891,929
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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75,936,145
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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75,936,145
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IC
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CUSIP No. G491BT108
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13D
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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MassMutual Holding LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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75,569,376
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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75,613,592
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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75,613,592
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. G491BT108
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13D
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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MM Asset Management Holding LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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75,569,376
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8
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SHARED VOTING POWER
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0
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||||
9
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SOLE DISPOSITIVE POWER
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75,569,376
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10
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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75,569,376
|
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|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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☐
|
||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Officers:
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Country of Citizenship:
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Roger W. Crandall, Chairman, President and Chief Executive Officer
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United States of America
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Susan M. Cicco, Head of Human Resources and Employee Experience
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United States of America
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M. Timothy Corbett, Chief Investment Officer
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United States of America
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Michael R. Fanning, Head of MassMutual U.S.
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United States of America
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Pia Flanagan, Chief of Staff to the CEO
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United States of America
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Geoffrey Craddock, Chief Risk Officer
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United States of America & United Kingdom
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Michael O'Connor, General Counsel
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United States of America
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Gareth F. Ross, Head of Enterprise Technology and Experience
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United States of America & Ireland
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Elizabeth A. Ward, Chief Financial Officer and Chief Actuary
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United States of America
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Eddie Ahmed, Head of MassMutual International LLC
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Australia
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Thomas M. Finke, Chairman and Chief Executive Officer of Barings LLC
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United States of America
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Board of Directors:
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Country of Citizenship:
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Roger W. Crandall
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United States of America
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H. Todd Stitzer
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United States of America & United Kingdom
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Karen Bechtel
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United States of America
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Mark T. Bertolini
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United States of America
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Kathleen A. Corbet
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United States of America
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James H. DeGraffenreidt, Jr.
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United States of America
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Isabella D. Goren
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United States of America (through naturalization)
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Jeffrey M. Leiden, M.D., Ph.D.
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United States of America
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Laura J. Sen
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United States of America
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William T. Spitz
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United States of America
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Exhibit A |
Joint Filing Agreement, dated as of June 3, 2019, by and among the Reporting Persons.
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Exhibit B |
Agreement and Plan of Merger, dated as of October 17, 2018, by and among Invesco Ltd., Gem Acquisition Corp., Gem Acquisition Two Corp., MM Asset
Management Holding LLC, and Oppenheimer Acquisition Corp. (filed as Exhibit 10.1 to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 24, 2018, and incorporated herein by
reference), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 11, 2019 (attached as Exhibit 10.4 to the Form 10-Q of Invesco Ltd., filed on April 25, 2019 and incorporated herein by reference) and
the Second Amendment to the Agreement and Plan of Merger, dated May 24, 2019 (filed as Exhibit 2.3 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2019, and incorporated herein
by reference).
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Exhibit C |
Certificate of Designation of the 5.9000% Fixed Rate Non-Cumulative Perpetual Series A Preference Shares of the Issuer (filed as Exhibit 3.1 to the
Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2019, and incorporated herein by reference).
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Exhibit D |
Shareholder Agreement, dated as of May 24, 2019 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 24, 2019, and incorporated herein by reference).
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
|
|||
By:
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/s/ Jaime Genua
|
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Name:
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Jaime Genua
|
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Title:
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Assistant Secretary
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MASSMUTUAL HOLDING LLC
|
|||
By:
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/s/ Jaime Genua
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Name:
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Jaime Genua
|
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Title:
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Assistant Secretary
|
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MM ASSET MANAGEMENT HOLDING LLC
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|||
By:
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/s/ Jaime Genua
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Name:
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Jaime Genua
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Title:
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Assistant Secretary
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Trade Date
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Shares Purchased/(Sold)
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Weighted Average Price
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4/3/2019
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(494)
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$20.012800
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4/3/2019
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(4,133)
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$20.012800
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4/4/2019
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(476)
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$20.239100
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4/4/2019
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(2,361)
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$20.239100
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4/8/2019
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(461)
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$20.526900
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4/8/2019
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(2,313)
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$20.526900
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4/12/2019
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(2,285)
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$21.290100
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4/16/2019
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(1,267)
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$21.470900
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4/16/2019
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(4,690)
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$21.470900
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4/17/2019
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(451)
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$21.553300
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4/17/2019
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(1,235)
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$21.660000
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4/17/2019
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(2,084)
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$21.553300
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4/25/2019
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(1,856)
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$22.037800
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4/25/2019
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(9,098)
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$22.037800
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4/26/2019
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(222)
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$21.658700
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4/26/2019
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(1,231)
|
$21.770000
|
4/26/2019
|
(1,083)
|
$21.658700
|
5/10/2019
|
(2,755)
|
$21.259300
|
5/10/2019
|
(11,813)
|
$21.259300
|
5/14/2019
|
(950)
|
$20.451800
|
5/14/2019
|
(4,489)
|
$20.451800
|
5/15/2019
|
(1,287)
|
$20.244297
|
5/15/2019
|
(6,081)
|
$20.244300
|
5/23/2019
|
(1,413)
|
$20.211700
|
5/23/2019
|
(8,817)
|
$20.211700
|
5/24/2019
|
(2,601)
|
$20.424198
|
5/24/2019
|
(12,605)
|
$20.424700
|
5/28/2019
|
(513)
|
$20.324300
|
5/28/2019
|
(2,320)
|
$20.324300
|
5/29/2019
|
(1,773)
|
$19.958400
|
5/29/2019
|
(8,009)
|
$19.958400
|
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
|
|||
By:
|
/s/ Jaime Genua
|
||
Name:
|
Jaime Genua
|
||
Title:
|
Assistant Secretary
|
||
MASSMUTUAL HOLDING LLC
|
|||
By:
|
/s/ Jaime Genua
|
||
Name:
|
Jaime Genua
|
||
Title:
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Assistant Secretary
|
||
MM ASSET MANAGEMENT HOLDING LLC
|
|||
By:
|
/s/ Jaime Genua
|
||
Name:
|
Jaime Genua
|
||
Title:
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Assistant Secretary
|