Martin L Flanagan Form 4 Invesco / MARTIN L FLANAGAN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

FLANAGAN MARTIN L

(Last) (First) (Middle)

1555 PEACHTREE STREET NE

SUITE 1800

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	03/12/2018		G(1)	V	299,376	D	$0.00	398,931	D
Common Shares	03/12/2018		G(1)	V	299,376	A	$0.00	2,496,931	I	By Trust
Common Shares	03/14/2018		S		123,484	D	$33.62(2)	2,373,447	I	By Trust
Common Shares	03/15/2018		S(3)		299,376	D	$32.92(4)	2,074,071	I	By Trust
Common Shares								229,550	I	By GRAT
Common Shares								661,383	I	By GRAT
Common Shares								225,000	I	By Trust
Common Shares								400	I	By spouse
Common Shares								51,639	I	By GRAT

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. This transaction is a bonafide gift from the reporting person to a trust of which the reporting person is a trustee and beneficiary.

2. Reflects weighted-average sales price. Common shares were sold in multiple same-way open market sale transactions on the same day through a trade order executed by a broker dealer at prices ranging from $33.40 to $33.96. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person undertakes to provide upon request to the SEC staff, the issuer or its shareowners full information regarding the number of shares sold at each separate price.

3. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2017.

4. Reflects weighted-average sales price. Common shares were sold in multiple same-way open market sale transactions on the same day through a trade order executed by a broker dealer at prices ranging from $32.71 to $33.37. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person undertakes to provide upon request to the SEC staff, the issuer or its shareowners full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Robert H. Rigsby, as Attorney in Fact	03/16/2018
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.