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