FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * FLANAGAN MARTIN L 2. Issuer Name and Ticker or Trading Symbol Invesco Ltd. [IVZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 1555 PEACHTREE STREET NE, SUITE 1800 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2011 (Street) ATLANTA, GA 30309 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Shares 02/06/2009   G5 1,202,500 D $ 0 1,710,328 D   Common Shares 02/06/2009   G5 1,202,500 A $ 0 1,715,206 I By trust Common Shares 09/09/2009   G5 312,500 D $ 0 1,397,828 D   Common Shares 09/09/2009   G5 312,500 A $ 0 2,027,706 I By trust Common Shares 02/25/2010   G5 86,504 D $ 0 1,311,324 D   Common Shares 02/25/2010   G5 86,504 A $ 0 2,114,210 I By trust Common Shares 02/25/2010   G5 18,511 D $ 0 1,292,813 D   Common Shares 02/25/2010   G5 18,511 A $ 0 2,132,721 I By trust Common Shares 02/26/2011   G5 22,994 D $ 0 1,269,819 D   Common Shares 02/26/2011   G5 22,994 A $ 0 2,155,715 I By trust Common Shares 02/27/2011   G5 86,505 D $ 0 1,183,314 D   Common Shares 02/27/2011   G5 86,505 A $ 0 2,242,220 I By trust Common Shares 02/28/2011   G5 18,511 D $ 0 1,164,803 D   Common Shares 02/28/2011   G5 18,511 A $ 0 2,260,731 I By trust Common Shares 02/28/2011   G5 69,247 D $ 0 1,095,556 D   Common Shares 02/28/2011   G5 69,247 A $ 0 2,329,978 I By trust Common Shares             400 I By spouse Commons Shares             8 I By child

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FLANAGAN MARTIN L 1555 PEACHTREE STREET NE SUITE 1800 ATLANTA, GA 30309	  X	Â	  President & CEO	Â

Signatures

/s/ Jonathan J. Doyle, as Attorney in Fact		02/14/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
  Remarks: This Form 5 reports bona fide gifts by the reporting person to a trust of which the reporting person is a trustee and a beneficiary.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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