0001209191-21-006203.txt : 20210129 0001209191-21-006203.hdr.sgml : 20210129 20210129175738 ACCESSION NUMBER: 0001209191-21-006203 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201104 FILED AS OF DATE: 20210129 DATE AS OF CHANGE: 20210129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRIAN FUND MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001345471 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13908 FILM NUMBER: 21573251 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PELTZ NELSON CENTRAL INDEX KEY: 0000928265 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13908 FILM NUMBER: 21573252 MAIL ADDRESS: STREET 1: 223 SUNSET AVENUE STREET 2: SUITE 223 CITY: PALM BEACH STATE: FL ZIP: 33480 FORMER NAME: FORMER CONFORMED NAME: NELSON PELTZ DATE OF NAME CHANGE: 19940810 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 Ltd DATE OF NAME CHANGE: 20080508 FORMER COMPANY: FORMER CONFORMED NAME: Invesco PLC DATE OF NAME CHANGE: 20080429 FORMER COMPANY: FORMER CONFORMED NAME: Invesco Ltd. DATE OF NAME CHANGE: 20071205 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2020-11-04 2020-11-13 0 0000914208 Invesco Ltd. IVZ 0000928265 PELTZ NELSON 223 SUNSET AVENUE, SUITE 223 PALM BEACH FL 33480 1 0 0 0 0001345471 TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE NEW YORK NY 10017 1 0 0 0 Common Shares 36739343 I Please see explanation below Put-Call Option (right and obligation to buy) 10.78 2023-10-25 Common Shares 1172869 I Please see explanation below Put-Call Option (right and obligation to buy) 11.4747 2023-10-25 Common Shares 3517694 I Please see explanation below Put-Call Option (right and obligation to buy) 11.4025 2023-10-25 Common Shares 3500000 I Please see explanation below Put-Call Option (right and obligation to buy) 11.5437 2023-10-25 Common Shares 527521 I Please see explanation below 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. Peltz 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. Peltz 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 1, 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. Peltz is a director of the Issuer. Trian AM Holdco entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which they are entitled to the same economic gain or loss as if they had purchased the underlying shares. More specifically, these transactions represent call options pursuant to which, on or prior to October 23, 2023 (the "Exercise Date"), Trian AM Holdco may acquire the applicable number of shares set forth above at the applicable exercise price set forth above (the "Exercise Price"). (FN 3, contd.) These call options may be exercised at any time, in whole or in part, on or prior to the Exercise Date. 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 the Exercise Date the call options have not been exercised by Trian AM Holdco and the Exercise Price is greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty may require Trian AM Holdco, at such person's election, either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of 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. (FN 4, contd.) As part of these transactions, Trian AM Holdco pays the counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to USD-LIBOR-BBA (as displayed on Bloomberg Screen "US0001M [Index] [GO]" or any successor page) plus a spread. No premium was paid by Trian AM Holdco in connection with the Options. As reported in the original Form 3 filed on November 13, 2020, Mr. Peltz 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) a total of 45,457,427 shares beneficially owned by Trian AM Holdco. This amendment is being filed to clarify that of those 45,457,427 shares, 36,739,343 shares were (and continue to be) beneficially owned through direct ownership by Trian AM Holdco and 8,718,084 shares underlay (and continue to underlie) Options entered into by Trian AM Holdco as indicated above. There has been no change to the holdings of Trian AM Holdco since the filing of the original Form 3. The shares which are reported on this Form 3 as being indirectly held by Mr. Peltz and Trian Management through their relationship with Trian AM Holdco are also reported on the Form 3 filed by Edward P. Garden and Trian Management as being indirectly held by them, and represent the same shares. Daniel R. Marx, Attorney-In-Fact for Nelson Peltz 2021-01-29 Daniel R. Marx, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P. 2021-01-29