Sec Form 13D Filing - Toronto Dominion Investments Inc. filing for INVESCO MUNICIPAL TRUST COM SH (VKQ) - 2023-07-19

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

INVESCO MUNICIPAL TRUST

(Name of Issuer)

 

VARIABLE RATE MUNI TERM PREFERRED SHARES

(Title of Class of Securities)

 

46131J707

(CUSIP Number)

 

Toronto-Dominion Investments, Inc.

1 Vanderbilt Avenue

New York, NY 10017

(212) 827-7488

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

July 17, 2023

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 46131J707

 

1.

Names of Reporting Persons

 

Toronto Dominion Investments, Inc.     36-2998941

2.

Check the Appropriate Box if a member of a Group (see instructions)

 

a. ☐

b. ☒

3.

SEC Use Only __________________________________________

 

 

4.

Source of Funds (See Instructions): 

 

WC

5.

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).

 

6.

Citizenship or Place of Organization

 

Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

7.

 

Sole Voting Power:

 

0

8.

 

Shared Voting Power:

 

2,428

9.

 

Sole Dispositive Power:

 

0

10.

 

Shared Dispositive Power:

 

2,428

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,428 shares

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

13.

 

Percent of Class Represented by Amount in Row (11):

  

100%

14.

 

Type of Reporting Person (See Instructions)

  

CO

 

 
2

 

 

SCHEDULE 13D

 

CUSIP No. 46131J707

 

1.

Names of Reporting Persons

 

Toronto Dominion Holdings (U.S.A.), Inc.     58-1495511

2.

Check the Appropriate Box if a member of a Group (see instructions)

 

a. ☐

b. ☒

3.

SEC Use Only __________________________________________

 

 

4.

Source of Funds (See Instructions): 

 

WC

5.

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).

 

6.

Citizenship or Place of Organization

 

Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

7.

 

Sole Voting Power:

 

0

8.

 

Shared Voting Power:

 

2,428

9.

 

Sole Dispositive Power:

 

0

10.

 

Shared Dispositive Power:

 

2,428

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,428 shares

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

13.

 

Percent of Class Represented by Amount in Row (11):

  

100%

14.

 

Type of Reporting Person (See Instructions)

  

CO

 

 
3

 

  

SCHEDULE 13D

 

CUSIP No. 46131J707

  

1.

Names of Reporting Persons

 

TD Group US Holdings LLC     47-4435262

2.

Check the Appropriate Box if a member of a Group (see instructions)

 

a. ☐

b. ☒

3.

SEC Use Only __________________________________________

 

 

4.

Source of Funds (See Instructions): 

 

WC

5.

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).

 

6.

Citizenship or Place of Organization

 

Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

7.

 

Sole Voting Power:

 

0

8.

 

Shared Voting Power:

 

2,428

9.

 

Sole Dispositive Power:

 

0

10.

 

Shared Dispositive Power:

 

2,428

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,428 shares

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

13.

 

Percent of Class Represented by Amount in Row (11):

  

100%

14.

 

Type of Reporting Person (See Instructions)

  

OO

 

 
4

 

 

SCHEDULE 13D

 

CUSIP No. 46131J707

  

1.

Names of Reporting Persons

 

The Toronto-Dominion Bank     13-5640479

2.

Check the Appropriate Box if a member of a Group (see instructions)

 

a. ☐

b. ☒

3.

SEC Use Only __________________________________________

 

 

4.

Source of Funds (See Instructions): 

 

WC

5.

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).

 

6.

Citizenship or Place of Organization

 

Canada

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

7.

 

Sole Voting Power:

 

0

8.

 

Shared Voting Power:

 

2,428

9.

 

Sole Dispositive Power:

 

0

10.

 

Shared Dispositive Power:

 

2,428

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,428 shares

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

13.

 

Percent of Class Represented by Amount in Row (11):

  

100%

14.

 

Type of Reporting Person (See Instructions)

  

BK

 

 
5

 

 

 

Item 1 Security and Issuer

 

This Amendment No. 1 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated October 8, 2020 and filed with the SEC on July 21, 2022 (the “Original Statement”), for Toronto Dominion Investments, Inc. ("TDI"), Toronto Dominion Holdings (U.S.A.), Inc. (“TDH”), TD Group US Holdings LLC (“TD GUS”), and The Toronto-Dominion Bank ("TD Bank") (collectively, the "Reporting Persons") with respect to the Variable Rate Muni Term Preferred Shares ("VMTP Shares") of Invesco Municipal Trust (the "Issuer" or the "Company"). The Issuer's pri ncipal executive offices are located at 1555 Peachtree Street, Atlanta, Georgia, 30309.

 

This Amendment is being filed in relation to the redemption by the Issuer on July 17, 2023 of 200 VMTP Shares (CUSIP No. 46131J707) of the Issuer held by TDI.

 

Item 2 Identity and Background

 

Item 2 of the Original Statement is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.

 

 
6

 

 

Item 7 Material to be Filed as Exhibits

 

Item 7 of the Original Statement is hereby amended by deleting Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 thereto and the insertion of the following exhibits:

 

“Exhibit

Description of Exhibit

 

 

99.1

Joint Filing Agreement

 

 

99.2

Certificate for TD

 

 

99.3

Secretary's Certificate for TD GUS”

 

 
7

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: July 19, 2023

 

 

TORONTO DOMINION INVESTMENTS, INC.

 

 

 

 

 

 

By:

/s/ Christina Petrou

 

 

Name:

Christina Petrou

 

 

Title:

Vice President & Chief Operating Officer

 

 

 

 

 

 

TORONTO DOMINION HOLDINGS (U.S.A.), INC.

 

 

 

 

 

 

By:

/s/ Christina Petrou

 

 

Name:

Christina Petrou

 

 

Title:

Vice President & Chief Operating Officer

 

 

 

 

 

 

TD GROUP US HOLDINGS LLC

 

 

 

 

 

 

By:

/s/ Ryan A. Barry

 

 

Name:

Ryan A. Barry

 

 

Title:

Head of Finance and Accounting

 

 

 

 

 

 

THE TORONTO-DOMINION BANK

 

 

 

 

 

 

By:

/s/ Christina Petrou

 

 

Name:

Christina Petrou

 

 

Title:

Vice President

 

 

 
8

 

 

LIST OF EXHIBITS

 

Exhibit

Description of Exhibit

 

 

99.1

Joint Filing Agreement

 

 

99.2

Certificate for TD

 

 

99.3

Secretary's Certificate for TD GUS

 

 
9

 

 

SCHEDULE I

 

INFORMATION RELATING TO THE EXECUTIVE OFFICERS AND DIRECTORS OF THE TD ENTITIES

 

The following sets forth the name, title and present principal occupation of each executive officer and director of TDI.

 

TORONTO DOMINION INVESTMENTS, INC.

 

EXECUTIVE OFFICERS AND DIRECTORS

  

Name

 

Title

 

Principal Occupation or Employment

 

 

 

 

 

Carla Fleming

(Canadian citizen)

 

Director

 

Vice President, The Toronto-Dominion Bank

66 Wellington Street West

Toronto, ON M5K 1A2

Canada

 

 

 

 

 

Danny Salinas

(U.S. Citizen)

 

Director & President

 

Chief Financial Officer, Executive Managing Director,

TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Nancy Haraf

(U.S. Citizen)

 

Director, Vice President & Treasurer

 

Director, Finance, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Richard Rosenthal

(US Citizen)

 

Officer, Vice President

 

Director, Financial & Regulatory Reporting, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Christina Petrou

(US Citizen)

 

Officer, Vice President

 

Chief Operating Officer, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Robert Franciscus

(US Citizen)

 

Officer, Vice President

 

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Robyn Zeller

(US Citizen)

 

Officer, Vice President

 

Executive Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 
10

 

  

Executive Officers and Directors of TDH

 

The following sets forth the name, title and present principal occupation of each executive officer and director of TDH.

 

TORONTO DOMINION HOLDINGS (U.S.A.), INC.

 

EXECUTIVE OFFICERS AND DIRECTORS

 

 

Name

 

Title

 

Principal Occupation or Employment

 

 

 

 

 

Glenn Gibson

(Canadian Citizen)

 

President, Chief Executive Officer

 

Region Head, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Christina Petrou

(US Citizen)

 

Officer & Director, Vice President & Chief Operating Officer

 

Chief Operating Officer, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Nancy Haraf

(U.S. Citizen)

 

Officer & Director, Vice President & Treasurer

 

Director, Finance, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Robyn Zeller

(US Citizen)

 

Officer & Director, Vice President

 

Executive Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Danny Salinas

(U.S. Citizen)

 

Officer & Director, Vice President

 

Chief Financial Officer, Executive Managing Director,

TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Robert Franciscus

(US Citizen)

 

 

Officer, Vice President

 

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Pradeep Mehra

(India Citizen)

 

Officer, Vice President

 

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Peter Stroud

(US Citizen)

 

Officer, Vice President

 

Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Robert Doster

(US Citizen)

 

Officer, Vice President

 

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

Stuart Homcy

(US Citizen)

 

Officer, Vice President

 

Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 
11

 

 

Executive Officers and Directors of TD

 

The following sets forth the name, title and present principal occupation of each executive officer and director of TD.

 

THE TORONTO-DOMINION BANK

 

DIRECTORS

 

Name

 

Principal Occupation or Employment

 

 

 

Cherie L. Brant

(Canadian Citizen)

 

Partner

Borden Ladner Gervais LLP

22 Adelaide St West, Suite 3400

Toronto, Ontario M5H 4E3

 

 

 

Amy W. Brinkley

(U.S. Citizen)

 

Consultant

AWB Consulting, LLC

2225 Sharon Lane

Charlotte, North Carolina 28211

 

 

 

Brian C. Ferguson

(Canadian Citizen)

 

Corporate Director and former President & Chief Executive Officer

Cenovus Energy Inc.

600 Princeton Way SW#505

Calgary, Alberta T2P 5N4

 

 

 

Colleen A. Goggins

(U.S. Citizen)

 

Corporate Director and retired Worldwide Chairman,

Consumer Group, Johnson & Johnson

7 Constitution Hill East

Princeton, New Jersey 08540

 

 

 

David E. Kepler

(U.S. Citizen)

 

Corporate Director and retired Executive Vice President,

The Dow Chemical Company

912 Turtle Cove

Sanford, Michigan 48657

 

 

 

Brian M. Levitt

(Canadian Citizen)

 

Chairman of the Board

The Toronto-Dominion Bank

P.O. Box 1, TD Bank Tower

66 Wellington Street West, 4th Floor

Toronto, Ontario M5K 1A2

 

 

 

Alan N. MacGibbon

(Canadian Citizen)

 

Corporate Director and retired Managing Partner and Chief Executive of Deloitte LLP

1 Hurontario St., Unit 2002

Mississauga, Ontario L5G 0A3

  

 
12

 

 

 

Karen E. Maidment

(Canadian Citizen)

 

Corporate Director and former Chief Financial and Administrative Officer

BMO Financial Group

92 Salisbury Avenue

Cambridge, Ontario N1S 1J5

 

 

 

Bharat B. Masrani

(Canadian and British Citizen)

 

Group President and Chief Executive Officer

The Toronto-Dominion Bank

P.O. Box 1, TD Bank Tower

66 Wellington Street West, 4th Floor

Toronto, Ontario M5K 1A2

 

 

 

Claude Mongeau

(Canadian Citizen)

 

Corporate Director and former President and Chief Executive Officer,

Canadian National Railway Company

195 Maplewood Ave.

Outremont, Quebec H2V 2M6

 

 

 

S. Jane Rowe

(Canadian Citizen)

 

Vice Chair, Investments

Ontario Teachers' Pension Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

 

 

 

Nancy G. Tower

(Canadian Citizen)

 

Former President & Chief Executive Officer,

Tampa Electric Company

1550 Dresden Row, Unit 1605

Halifax, Nova Scotia, Canada B3J 4A2

 

 

 

Ajay K. Virmani

(Canadian Citizen)

 

President & CEO

Cargojet Inc. 

2281 North Sheridan Way

Mississauga, Ontario L5K 2S3

 

 

 

Mary A. Winston

(U.S. Citizen)

 

CEO & Founder

WinsCo Enterprises Inc.

7804 Fairview Rd., Unit #325

Charlotte, NC 28226

 

 
13

 

 

EXECUTIVE OFFICERS

 

Name

 

Principal Occupation or Employment

 

 

 

Bharat B. Masrani

(Canadian and British Citizen)

 

Group President and Chief Executive Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Riaz Ahmed

(Canadian Citizen)

 

President and CEO of TD Securities,  Group Head, Wholesale Banking, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Ajai K. Bambawale

(Canadian Citizen)

 

Group Head and Chief Risk Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Raymond Chun

(Canadian Citizen)

 

Group Head, Wealth and Insurance, TD Bank Group

161 Bay Street, 35th Floor

Toronto, Ontario M5J 2T2    Canada

 

 

 

Barbara Hooper

(Canadian Citizen)

 

Group Head, Canadian Business Banking, TD Bank

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Greg Keeley

(U.S. Citizen)

 

Senior Executive Vice President, Platforms & Technology, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Kenneth W. Lalonde

(Canadian Citizen)

 

Senior Executive Vice President and

Chief Human Resources Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Jane A. Langford

(Canadian Citizen)

 

Executive Vice President and General Counsel, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Christine Morris

(Canadian Citizen)

 

Senior Executive Vice President, Transformation, Enablement and Customer Experience

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Anita O'Dell

(U.S. Citizen)

 

Senior Vice President and Chief Auditor, TD Bank Group

US Audit Admin 200 Carolina Point Pkwy, Bldg B

Greenville,  SC  29607 SC1-009-415

 

 

 

Michael G. Rhodes

(U.S. Citizen)

 

Group Head, Canadian Personal Banking, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Leovigildo Salom

(U.S. Citizen)

 

Group Head, U.S. Retail and President and CEO, TD Bank, America's Most Convenient Bank®

1701 Route 70 East, 2nd Floor

Cherry Hill, Camden, NJ 08003

 

 

 

Kelvin Vi Luan Tran

(Canadian Citizen)

 

Group Head and Chief Financial Officer, TD Bank

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

 

 
14

 

 

SCHEDULE II

 

LITIGATION SCHEDULE

 

During the last five years, the The Toronto-Dominion Bank and its affiliates (the “TD Entities”) have not, and to the best knowledge of The TD Entities none of the executive officers, directors, or controlling persons of the TD Entities listed heterto on Schedule I have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

 
15