Sec Form 13D Filing - TRIAN FUND MANAGEMENT L.P. filing for INVESCO LTD (IVZ) - 2023-06-02

INVESCO LTD.

Common Stock, par value $0.20 per share

G491BT108

June 1, 2023

This Amendment No. 9 (“Amendment No. 9”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on September 22, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 (“Amendment No. 1”) filed on November 5, 2020, Amendment No. 2 filed on December 15, 2021, Amendment No. 3 filed on February 1, 2022, Amendment No. 4 filed on March 25, 2022, Amendment No. 5 filed on April 1, 2022, Amendment No. 6 filed on January 25, 2023, as amended by Amendment No. 7 filed on January 31, 2023, and as amended by Amendment No. 8 filed on February 16, 2023 (as amended, the “Schedule 13D”), relating to the Common Stock, par value $0.20 per share (the “Shares”), of Invesco Ltd., a Bermuda exempted company (the “Issuer”). The address of the principal executive office of the Issuer is 1555 Peachtree Street, NE., Suite 1800, Atlanta, Georgia 30309.

 

Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule 13D.  Except as set forth herein, the Schedule 13D is unmodified.

 

Items 2, 4 and 5 of the Schedule 13D are hereby amended as follows:

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated with the following:

The persons filing this statement are Trian Partners AM Holdco, Ltd., a Cayman Islands exempted company with limited liability (“Trian AM Holdco”), Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP”), Nelson Peltz, a citizen of the United States of America, Peter W. May, a citizen of the United States of America, and Edward P. Garden, a citizen of the United States of America (Trian AM Holdco, Trian Management, Trian Management GP and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the  “Reporting Persons” or the “Trian Group”). The address of the principal office of each of Trian Management and Trian Management GP is 280 Park Avenue, 41^st Floor, New York, New York 10017, and the address of the principal office of Trian AM Holdco is c/o DE (Cayman) Limited, Landmark Square, West Bay Road, PO Box 775, Grand Cayman, Cayman Islands, KY1-9006.  The principal business address of each of Messrs. Peltz, May and Garden is 223 Sunset Avenue, Palm Beach, Florida 33480.

Trian Management GP is the general partner of Trian Management, which serves as the management company for Trian AM Holdco. 

Trian AM Holdco is primarily engaged in the business of investing in securities. Trian Management is primarily engaged in the business of serving as an investment management company for Trian AM Holdco and other funds and investment vehicles.  Trian Management GP is primarily engaged in the business of serving as the general partner of Trian Management.

Nelson Peltz’s present principal occupation or employment is serving as Chief Executive Officer and a founding partner of Trian Management and, as such, managing the investments of Trian AM Holdco and other funds and investment vehicles managed by Trian Management.  Peter W. May’s present principal occupation or employment is serving as President and a founding partner of Trian Management and, as such, managing the investments of Trian AM Holdco and other funds and investment vehicles managed by Trian Management.  Each of Mr. Peltz and Mr. May, along with other senior Trian Management employees, serve on Trian’s Investment Committee. Mr. Garden has decided to retire as Trian Management’s Chief Investment Officer and as a Trian Management partner to focus on managing his personal investments through his family office. He will continue as a Senior Advisor to Trian Management.

None of the Reporting Persons, nor any director, executive officer, general partner or controlling person of any of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 a finding of any violation with respect to such laws.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

As previously disclosed in Item 4 of this Schedule 13D, the Reporting Persons may communicate with the Issuer, current or prospective shareholders of the Issuer or other interested or relevant parties, service providers and financing sources (including current or potential investors in funds and investment vehicles managed by Trian Management) regarding the Issuer and one or more of the matters described in subparagraphs (a)-(j) of Item 4 of Schedule 13D, and may take steps to explore and prepare for various plans and actions, and hire advisors or consultants, and propose transactions to the above mentioned persons, before forming a plan or intention to engage in such plans or actions or proceed with any such transactions.

Part (a) of Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:

(a) As of 4:00 p.m., New York City time, on June 2, 2023, the Reporting Persons beneficially owned, in the aggregate, 33,940,096 Shares, representing approximately 7.41% of the Issuer’s outstanding Shares (calculated based on 458,168,885 Shares outstanding as of March 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).

Part (b) of Item 5 of the Schedule 13D is hereby amended and restated with the following:

(b) Each of Trian AM Holdco, Trian Management and Mr. Peltz beneficially and directly owns and has sole voting power and sole dispositive power with regard to 33,926,462, 6,817 and 6,817 Shares, respectively, except to the extent that other Reporting Persons as described in this Item 5(b) may be deemed to have shared voting power and shared dispositive power with regard to such Shares.

Each of Trian Management GP, Nelson Peltz and Peter W. May, by virtue of their relationships with Trian Management (as discussed in Item 2 above), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares that Trian Management directly and beneficially owns.  Each of Trian Management GP, Nelson Peltz and Peter W. May disclaims beneficial ownership of such Shares for all other purposes.

Each of Trian Management GP, Trian Management and Peter W. May, by virtue of a Director Fee Agreement (which agreement was discussed in Item 6 of Amendment No. 1), may be deemed to have shared voting power and dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Director Shares that Nelson Peltz directly and beneficially owns.

Part (c) of Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:

(c)   On June 1, 2023, Mr. Garden transferred 6,817 Director Shares, received in his former capacity as a director of the Issuer, to Trian Management, pursuant to a Director Fee Agreement.  There have been no other transactions by the Reporting Persons during the past sixty days.