form14402172011.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

60; SEC USE ONLY

DOCUMENT SEQUENCE NO.

CUSIP NUMBER

< font id="TAB2" style="LETTER-SPACING: 9pt"> WORK LOCATION

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale

or executing a sale directly with a market maker.

1 (a) NAME OF ISSUER (Please type or print) Invesco Ltd.		(b) IRS IDENT. NO. 98-0557567		(c) S.E.C. FILE NO. 1-13908
1 (d) ADDRESS OF ISSUER STREET CITY 0; STATE ZIP CODE					(e) TELEPHONE NO.
Two Peachtree Pointe, 1555 Peachtree Street, NE, Suite 1800 Atlanta GA 30309					AREA CODE 404	NUMBER 892-0896
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD David Hartley	(b) RELATIONSHIP TO ISSUER Officer		(c) ADDRESS STREET CITY STATE ZIP CODE 1555 Peachtree St. NE Suite 1800, Atlanta GA 30309

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

(a)

(b)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the

Class of

Securities

To Be Sold

Name and Address of Each Broker Through Whom the

Securities are to be Offered or Each Market Maker

who is Acquiring the Securities

Broker-Dealer

File Number

Number of Shares

or Other Units

To Be Sold

(See instr. 3(c))

Aggregate

Market

Value

(See instr. 3(d))

Number of Shares

or Other Units

Outstanding

(See instr. 3(e))

Approximate

Date of Sale

(See instr. 3(f))

(MO. DAY YR.)

Name of Each

Securities

Exchange

(See instr. 3(g))

Common Shares

UBS AG, Wealth Management, 1 Curzon Street, London W1J5UB, United Kingdom

12,500

339,375

462,055,518

02/17/2011

New York Stock Exchange

INSTRUCTIONS:

3. (a) Title of the class of securities to be sold

1. (a) Name of issuer

(b) Name and address of each broker through whom the securities are intended to be sold

(b) Issuer’s I.R.S. Identification Number

(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(d) Issuer’s address, including zip code

(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as

(e) Issuer’s telephone number, including area code

shown by the most recent report or statement published by the issuer

(f) Approximate date on which the securities are to be sold

2. (a) Name of person for whose account the securities are to be sold

(g) Name of each securities exchange, if any, on which the securities are intended to be sold

(b) Such person’s relationship to the issuer (e.g., officer, director, 10% sockholder, or member of immediate family of any of the foregoing)

Potential persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

SEC 1147 (08-07)

TABLE I - SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold

and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of the Class		Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired (If gift, also give date donor acquired)	Amount of Securities Acquired	Date of Payment	Nature of Payment
Common Shares		02/17/2011	Exercise of employee stock option (right to buy)	Issuer	12,500	02/17/2011	Sale of Common Shares to cover option exercise price (cashless exercise)
	INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
			- n/a -

REMARKS:

INSTRUCTIONS: See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.		ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If each person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form a nd indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
02/17/2011 DATE OF NOTICE		/s/ David Hartley SIGNATURE
__________________________________________________ DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1	The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed o printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

fb.us.2539144.01

SEC 1147 (04-07)