Sec Form 4 Filing - PELTZ NELSON @ Invesco Ltd. - 2021-01-27

FORM 4 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 PELTZ NELSON 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) 01/27/2021 (Street) PALM BEACH, FL33480 4. If Amendment, Date Original Filed (MM/DD/YY) 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 01/27/2021 A 1,098 A $ 0 1,098 D Common Shares 36,739,343 I 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

Reporting Owners Reporting Ow ner Name / Address Relationships Director 10% Owner Officer Other PELTZ NELSON 223 SUNSET AVENUE, SUITE 223 PALM BEACH, FL33480 X TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE, 41W NEW YORK, NY10017 X Signatures Daniel R. Marx, Attorney-In-Fact for Nelson Peltz 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 assuch 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 indirectlybeneficially 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. Peltz is a director of the Issuer.

Remarks: This Form 4 reports the acquisition by the reporting person of Common Shares resulting from a quarterly grant to the registrant's non-executive directors.The shares which are reported on this Form 4 as being indirectly held by Mr. Peltz and Trian Management through their relationship with Trian AM Holdco are also reported on the Form 4 filed by Edward P. Garden 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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