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      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

Andrew Lo

(b) RELATIONSHIP TO ISSUER

Officer

(c) ADDRESS STREET     CITY     STATE     ZIP CODE

1555 Peachtree St., NE, Ste. 1800, Atlanta GA 30309

3 (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

$278,125

428,778,213

12/3/2009

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

        (c)     Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

        (c)     Issuer’s S.E.C. file number, if any

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

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

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

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

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

                 sold

        (b)     Such person’s relationship to the issuer (e.g., officer,

                 director, 10%  stockholder, or member of immediate family

                 of any of the foregoing)

        (c)    Such person’s address, including zip code

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

12/3/2009

Exercise of employee stock option (right to buy)

Issuer

12,500

12/3/2009

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.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of
Securities Sold

Gross Proceeds

- n/a -

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 and 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.

                                                            12/4/2009                                                                

                                                           Date of Service

                                            /s/ Andrew Lo                                                                              
                                                (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)