Sec Form 3/A Filing - GARDEN EDWARD P @ Invesco Ltd. - 2020-11-04

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GARDEN EDWARD P 2. Issuer Name and Ticker or Trading Symbol Invesco Ltd. [ IVZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 223 SUNSET AVENUE, SUITE 223 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2020 (Street) PALM BEACH, FL33480 4. If Amendment, Date Original Filed (MM/DD/YY) 11/13/2020 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 36,739,343 I ( 1 ) ( 2 ) Please see explanation below ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 10.78 ( 3 )( 4 )( 5 ) 10/25/2023( 3 )( 4 )( 5 ) Common Shares 1,172,869 I ( 1 ) ( 2 ) Please see explanation below ( 1 ) ( 2 ) Put-Call Option (right and obligation to buy) $ 11.4747 ( 3 )( 4 )( 5 ) 10/25/2023( 3 )( 4 )( 5 ) Common Shares 3,517,694 I ( 1 ) ( 2 ) Please see explanation below ( 1 ) ( 2 ) Put-Call Option (right and obligation to buy) $ 11.4025 ( 3 )( 4 )( 5 ) 10/25/2023( 3 )( 4 )( 5 ) Common Shares 3,500,000 I ( 1 ) ( 2 ) Please see explanation below ( 1 ) ( 2 ) Put-Call Option (right and obligation to buy) $ 11.5437 ( 3 )( 4 )( 5 ) 10/25/2023( 3 )( 4 )( 5 ) Common Shares 527,521 I ( 1 ) ( 2 ) Please see explanation below ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GARDEN EDWARD P 223 SUNSET AVENUE, SUITE 223 PALM BEACH, FL33480 X TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE NEW YORK, NY10017 X Signatures Daniel R. Marx, Attorney-In-Fact for Edward P. Garden 01/29/2021 Signature of Reporting Person Date Daniel R. Marx, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P. 01/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. Garden 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. ( 2 )(FN 1, 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. Garden is a director of the Issuer. ( 3 )Trian AM Holdco entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which they are entitled to the same economic gain or loss as if they had purchased the underlying shares. More specifically, these transactions represent call options pursuant to which, on or prior to October 23, 2023 (the "Exercise Date"), Trian AM Holdco may acquire the applicable number of shares set forth above at the applicable exercise price set forth above (the "Exercise Price"). ( 4 )(FN 3, contd.) These call options may be exercised at any time, in whole or in part, on or prior to the Exercise Date. 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 the Exercise Date the call options have not been exercised by Trian AM Holdco and the Exercise Price is greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty may require Trian AM Holdco, at such person's election, either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of 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. ( 5 )(FN 4, contd.) As part of these transactions, Trian AM Holdco pays the counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to USD-LIBOR-BBA (as displayed on Bloomberg Screen "US0001M [Index] [GO]" or any successor page) plus a spread. No premium was paid by Trian AM Holdco in connection with the Options.

Remarks: As reported in the original Form 3 filed on November 13, 2020, Mr. Garden 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) a total of 45,457,427 shares beneficially owned by Trian AM Holdco. This amendment is being filed to clarify that of those 45,457,427 shares, 36,739,343 shares were (and continue to be) beneficially owned through direct ownership by Trian AM Holdco and 8,718,084 shares underlay (and continue to underlie) Options entered into by Trian AM Holdco as indicated above. There has been no change to the holdings of Trian AM Holdco since the filing of the original Form 3.The shares which are reported on this Form 3 as being indirectly held by Mr. Garden and Trian Management through their relationship with Trian AM Holdco are also reported on the Form 3 filed by Nelson Peltz and Trian Management as being indirectly held by them, and represent the same shares.

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).

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