0001209191-21-069668.txt : 20211215
0001209191-21-069668.hdr.sgml : 20211215
20211215091406
ACCESSION NUMBER: 0001209191-21-069668
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211213
FILED AS OF DATE: 20211215
DATE AS OF CHANGE: 20211215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GARDEN EDWARD P
CENTRAL INDEX KEY: 0001257864
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13908
FILM NUMBER: 211493258
MAIL ADDRESS:
STREET 1: 223 SUNSET AVENUE
STREET 2: SUITE 223
CITY: PALM BEACH
STATE: FL
ZIP: 33480
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TRIAN FUND MANAGEMENT, L.P.
CENTRAL INDEX KEY: 0001345471
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13908
FILM NUMBER: 211493257
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-451-3000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: Trian Fund Management, L.P.
DATE OF NAME CHANGE: 20051128
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Invesco Ltd.
CENTRAL INDEX KEY: 0000914208
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 980557567
STATE OF INCORPORATION: D0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1555 PEACHTREE STREET NE
STREET 2: SUITE 1800
CITY: ATLANTA
STATE: GA
ZIP: 30309
BUSINESS PHONE: 404-892-0896
MAIL ADDRESS:
STREET 1: 1555 PEACHTREE STREET NE
STREET 2: SUITE 1800
CITY: ATLANTA
STATE: GA
ZIP: 30309
FORMER COMPANY:
FORMER CONFORMED NAME: Invesco Asset Management Deutschland GMBH
DATE OF NAME CHANGE: 20211102
FORMER COMPANY:
FORMER CONFORMED NAME: Invesco Ltd.
DATE OF NAME CHANGE: 20080520
FORMER COMPANY:
FORMER CONFORMED NAME: Invesco Ltd
DATE OF NAME CHANGE: 20080508
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-12-13
0
0000914208
Invesco Ltd.
IVZ
0001257864
GARDEN EDWARD P
223 SUNSET AVENUE
SUITE 223
PALM BEACH
FL
33480
1
0
0
0
0001345471
TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE, 41W
NEW YORK
NY
10017
1
0
0
0
Common Shares
2021-12-13
4
X
0
1172869
10.0483
A
37912212
I
Please see explanation below
Common Shares
2021-12-13
4
X
0
3517694
10.7484
A
41429906
I
Please see explanation below
Common Shares
2021-12-13
4
X
0
3500000
10.6754
A
44929906
I
Please see explanation below
Common Shares
2021-12-13
4
X
0
527521
10.8176
A
45457427
I
Please see explanation below
Common Shares
8216
D
Put-Call Option (right and obligation to buy)
10.0483
2021-12-13
4
X
0
1172869
0.00
D
2023-10-25
Common Shares
1172869
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
10.7484
2021-12-13
4
X
0
3517694
0.00
D
2023-10-25
Common Shares
3517694
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
10.6754
2021-12-13
4
X
0
3500000
0.00
D
2023-10-25
Common Shares
3500000
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
10.8176
2021-12-13
4
X
0
527521
0.00
D
2023-10-25
Common Shares
527521
0
I
Please see explanation below
Trian AM Holdco (as defined below) previously entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which it became entitled to the same economic gain or loss as if it had purchased the indicated shares.
In these transactions, simultaneously with the purchase of each call option, Trian AM Holdco also sold a put option to the counterparty for the same number of shares pursuant to which, if on or prior to October 25, 2023 (the "Exercise Date") the exercise price per share of the call option were greater than the closing price of the shares on the Exercise Date (the "Closing Price"), the counterparty would be entitled to cause Trian AM Holdco, at its election to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price.
The put-call option was previously reported at an exercise price of $10.78 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners AM Holdco, Ltd. ("Trian AM Holdco") and as
such determines the investment and voting decisions of Trian AM Holdco with respect to the shares of the Issuer held by it. Mr. Garden 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. Garden and Trian Management may be deemed to indirectly beneficially 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.
(FN 4, 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. Garden is a director of the Issuer.
The put-call option was previously reported at an exercise price of $11.4747 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The put-call option was previously reported at an exercise price of $11.4025 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The put-call option was previously reported at an exercise price of $11.5437 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The shares which are reported on this Form 4 as being indirectly held by Mr. Edward P. Garden and Trian Management through their relationship with Trian AM Holdco and the transactions with respect to such shares, are also reported on the Form 4 filed by Mr. Nelson Peltz and Trian Management and represent the same shares and transactions.
Stuart I. Rosen, Attorney-In-Fact for Edward P. Garden
2021-12-15
Stuart I. Rosen, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P.
2021-12-15