Sec Form 3 Filing - Invesco Ltd. @ Invesco Mortgage Capital Inc. - 2009-07-01

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 Invesco Ltd. 2. Issuer Name and Ticker or Trading Symbol Invesco Mortgage Capital Inc. [ IVR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1555 PEACHTREE STREET NE, SUITE 1800 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2009 (Street) ATLANTA, GA30309 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 75,100 I Through subsidiary ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Units of Limited Partnership Interest ( 2 ) $ 0 ( 3 ) ( 3 ) Common Stock 1,425,000 I By subsidiary ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Invesco Ltd. 1555 PEACHTREE STREET NE SUITE 1800 ATLANTA, GA30309 X Invesco Investments (Bermuda) Ltd. CANON'S COURT 22 VICTORIA STREET HAMILTON, D0HM 12 X Signatures By: /s/ Robert H. Rigsby 07/06/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Invesco Ltd. beneficially owns common stock in the issuer through its indirect, wholly-owned subsidiary InvescoInsititutional (N.A.), Inc. ( 2 )Units of Limited Partnership Interest ("OP units") are issued by IAS Operating Partnership LP, a limited partnership.OP units are exchangeable, on a one-for-one basis, by Invesco Investments (Bermuda) Ltd. foreither, at the issuer's option: (i) cash equal to the market value of an equivalent number of shares of the issuer's commonstock, or (ii) shares of the issuer's common stock. ( 3 )OP units are exchangeable for common stock of the issuer commencing upon their issuance and for so long as they areoutstanding.

Remarks: This Form 3 is filed jointly by Invesco Ltd. and its wholly owned subsidiary Invesco Investments (Bermuda) Ltd.

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

* 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).

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