0001104659-22-022359.txt : 20220214 0001104659-22-022359.hdr.sgml : 20220214 20220214135242 ACCESSION NUMBER: 0001104659-22-022359 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: G1 EXECUTION SERVICES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Invesco Mortgage Capital Inc. CENTRAL INDEX KEY: 0001437071 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 262749336 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84928 FILM NUMBER: 22629126 BUSINESS ADDRESS: STREET 1: TWO PEACHTREE POINTE STREET 2: 1555 PEACHTREE STREET, NE CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 404-892-0896 MAIL ADDRESS: STREET 1: TWO PEACHTREE POINTE STREET 2: 1555 PEACHTREE STREET, NE CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: Invesco Agency Securities Inc. DATE OF NAME CHANGE: 20080606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUSQUEHANNA SECURITIES, LLC CENTRAL INDEX KEY: 0001446580 IRS NUMBER: 232754552 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE, SUITE 220 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-617-2600 MAIL ADDRESS: STREET 1: 401 CITY AVENUE, SUITE 220 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: SUSQUEHANNA SECURITIES DATE OF NAME CHANGE: 20130709 FORMER COMPANY: FORMER CONFORMED NAME: Susquehanna Securities DATE OF NAME CHANGE: 20080930 SC 13G/A 1 tm225754d9_sc13ga.htm SC 13G/A

CUSIP No: 46131B100

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

(Amendment No. 1)*

Invesco Mortgage Capital Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

46131B100

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

*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 the 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 purposes 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).

CUSIP No: 46131B100

(1)	Names of Reporting Persons Susquehanna Securities, LLC

(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	¨

(3)	SEC Use Only

(4)	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			(5)	Sole Voting Power 11,291,227 (1)

			(6)	Shared Voting Power 11,298,898 (1)

			(7)	Sole Dispositive Power 11,291,227 (1)

			(8)	Shared Dispositive Power 11,298,898 (1)

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 11,298,898 (1)

(10)	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

(11)	Percent of Class Represented by Amount in Row (9) 3.6%

(12)	Type of Reporting Person (See Instructions) BD, OO

(1) G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

CUSIP No: 46131B100

(1)	Names of Reporting Persons G1 Execution Services, LLC

(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	¨

(3)	SEC Use Only

(4)	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With			(5)	Sole Voting Power 7,671 (1)

			(6)	Shared Voting Power 11,298,898 (1)

			(7)	Sole Dispositive Power 7,671 (1)

			(8)	Shared Dispositive Power 11,298,898 (1)

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 11,298,898 (1)

(10)	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

(11)	Percent of Class Represented by Amount in Row (9) 3.6%

(12)	Type of Reporting Person (See Instructions) BD, OO

CUSIP No: 46131B100

Item 1.

(a) Name of Issuer

Invesco Mortgage Capital Inc. (the “Company”)

(b) Address of Issuer’s Principal Executive Offices

1555 Peachtree Street N.E.

Suite 1800

Atlanta, Georgia 30309

Item 2(a). Name of Person Filing

This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock of the Company, $0.01 par value per share (the “Shares”).

	(i)	Susquehanna Securities, LLC
	(ii)	G1 Execution Services, LLC

Item 2(b). Address of Principal Business Office or, if none, Residence

The address of the principal business office of Susquehanna Securities, LLC is:

401 E. City Avenue

Suite 220

Bala Cynwyd, PA 19004

The address of the principal business office of G1 Execution Services, LLC is:

175 W. Jackson Blvd.

Suite 1700

Chicago, IL 60604

Item 2(c). Citizenship

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d) Title of Class of Securities

Common Stock, $0.01 par value per share

Item 2(e) CUSIP Number

46131B100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) x Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

CUSIP No: 46131B100

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________________

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

The number of Shares reported as beneficially owned by Susquehanna Securities includes options to buy 7,284,500 Shares.

The Company’s Quarterly Report on Form 10-Q, filed on November 3, 2021, indicates there were 311,740,760 Shares outstanding as of October 31, 2021.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No: 46131B100

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 11, 2022

SUSQUEHANNA SECURITIES, LLC

By:	/s/ Brian Sopinsky
Name: Brian Sopinsky
Title: Secretary

G1 EXECUTION SERVICES, LLC

By:	/s/ Brian Sopinsky
Name: Brian Sopinsky
Title: Secretary

CUSIP No: 46131B100

EXHIBIT INDEX

EXHIBIT

DESCRIPTION

Joint Filing Agreement*

* Previously filed