Invesco Pennsylvania Value Municipal Income Trust

Major Shareholding Notification • Jun 5, 2017

SC 13D/A 1 g61170sc13da1.htm AMENDMENT NO. 1 Licensed to: Securex Filings LLC Document created using EDGARfilings PROfile 4.2.1.0 Copyright 1995 - 2017 Summit Financial Printing, LLC. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Invesco Pennsylvania Value Municipal Income Trust

(Name of Issuer)

Variable Rate Muni Term Preferred Shares

(Title of Class of Securities)

46132K604

(CUSIP Number)

RBC Municipal Products, LLC

Brookfield Place, 200 Vesey Street

New York, New York 10281

June 1, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

1

CUSIP No. 46132K604
1. Names of Reporting Persons. Royal Bank of Canada
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6. Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power
	8. Shared Voting Power 1,301
	9. Sole Dispositive Power
	10. Shared Dispositive Power 1,301
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,301
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13. Percent of Class Represented by Amount in Row (11) 94.55%
14. Type of Reporting Person (See Instructions) BK

2

CUSIP No. 46132K604
1. Names of Reporting Persons. RBC Municipal Products, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6. Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power
	8. Shared Voting Power 1,301
	9. Sole Dispositive Power 1,301
	10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,301
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13. Percent of Class Represented by Amount in Row (11) 94.55%
14. Type of Reporting Person (See Instructions) CO

3

This Amendment No. 1 (this “Amendment” ) amends, as set forth below, the statement on Schedule 13D, dated May 15, 2012 and filed with the SEC on May 25, 2012 (the “Original Schedule 13D” ) for Royal Bank of Canada (" RBC ") and RBC Municipal Products, Inc. succeeded by conversion by RBC Municipal Products, LLC ( “RBCMP” ) (collectively, the “Reporting Persons” ) with respect to the variable rate muni term preferred shares ( “VMTP Shares” ) of Invesco Pennsylvania Value Municipal Income Trust ( the “Issuer” ). This Amendment is being filed as a result of the execution of the Registration Rights Agreement dated as of June 1, 2017 relating to the VMTP Shares (CUSIP 46132K604) of the Issuer.

All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the Original Schedule 13D. Except as otherwise provided herein, each item of the Original Schedule 13D remains unchanged.

Item 2. Identity and Background

Item 2 of the Original Schedule 13D is hereby amended to replace the last paragraph with the following:

“During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or, except as set forth in Schedule II, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.”

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended by deleting the last two sentences of Paragraph 1 and replacing it with the following:

"The VMTP were subsequently transferred from the TOB and deposited by MPI into a tender option bond financing trust named RBC Taxable TOB Trust, Series E-52 (the " Subsequent TOB "). The Subsequent TOB has title to 100% of the VMTP but does not have the power to dispose or direct the disposition of the VMTP, which power is retained by MPI. Voting rights on the VMTP are retained by MPI and the Voting Trust as described in Item 6."

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended by deleting the last sentence thereof and adding the following in its place:

“RBC Capital Markets, LLC ("RBCCM"), an affiliate of RBCMP, has entered into a Registration Rights Agreement dated as of June 1, 2017 with respect to the VMTP Shares owned by RBCMP. In addition to the 1,301 shares of VMTP beneficially owned by RBCMP, RBCCM acquired 75 shares of VMTP on June 1, 2017 which will be separately reported by RBCCM in a Schedule 13G filing due in July 2017."

Item 7. Material to be Filed as Exhibits

Exhibit Description of Exhibit

Exhibit 99.1 of Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

“99.1 Joint Filing Agreement”

Exhibit 99.3 of Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

"99.3 Registration Rights Agreement dated as of June 1, 2017"

4

SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS

Royal Bank of Canada

Executive Officers

Name	Address	Principal Occupation	Citizenship
Bolger, Rod	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Chief Financial Officer	American
Dobbins, Michael	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Head, Strategy and Corporate Development	American
Guzman, Doug	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Group Head, RBC Wealth Management & RBC Insurance	Canadian
Helena Gottschling	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Chief Human Resources Officer	Canadian
Hughes, Mark	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Group Chief Risk Officer	Canadian British American
McGregor, Alex Douglas	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Group Head, Capital Markets and Investor & Treasury Services	Canadian
McKay, David Ian	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	President and Chief Executive Officer	Canadian
McLaughlin, Neil	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Group Head, Personal and Commercial Banking	Canadian
Ross, Bruce	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Group Head, Technology and Operations	Canadian
Tory, Jennifer	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Chief Administrative Officer	Canadian

5

Royal Bank of Canada

Directors

Name	Address	Principal Occupation	Citizenship
Andrew A. Chisholm	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Corporate Director	Canadian
Jacynthe Côté	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Corporate Director	Canadian
Toos N. Daruvala	McKinsey & Company, Inc. 55 East 52 nd Street New York, New York 10055 USA	Co-Chief Executive Officer, McKinsey Investment Office	American
David F. Denison, O.C., FCPA, FCA	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Corporate Director	Canadian
Richard Lee George, O.C.	Novo Investment Group 322 – 11 th Avenue SW. Suite 401 Calgary, Alberta T2R 0C5 Canada	Partner, Novo Investment Group	Canadian and American
Alice Delores Laberge	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Corporate Director	Canadian
Michael Harrison McCain	Maple Leaf Foods Inc. 6880 Financial Drive Mississauga, Ontario L5N 0A8 Canada	President and Chief Executive Officer Maple Leaf Foods Inc.	Canadian
David Ian McKay	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	President and Chief Executive Officer, Royal Bank of Canada	Canadian
Heather Anne Munroe- Blum, O.C., O.Q., Ph.D., FRSC	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Emerita Principal and Vice-Chancellor (President), McGill University	Canadian
Thomas A. Renyi	Bank of New York Mellon 200 Park Avenue, 54 th Floor New York, New York 10166 USA	Corporate Director	American
Kathleen Patricia Taylor, C.M.	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Chair of the Board, Royal Bank of Canada	Canadian

6

Bridget Anne van Kralingen	IBM Corporation 63 Madison Avenue New York, New York 10016 USA	Senior Vice-President, Industry Platforms, IBM Corporation	American and British
Thierry Vandal	Axium Infrastructure US Inc. 410 Park Avenue, Suite 510 New York, NY 10022 USA	President, Axium Infrastructure US Inc.	Canadian

RBC Municipal Products, LLC

Executive Officers

Name	Business Address	Principal Occupation	Citizenship
Decicco, Steven, Treasurer	30 Hudson Street Jersey City, NJ 07302	Chief Financial Officer, RBC Capital Markets, LLC	United States
Huesman, Joseph, President	200 Vesey Street New York, NY 10281	Managing Director, Municipal Portfolio Manager, RBC Capital Markets, LLC	United States
McCandless, Jennifer, Chief Operating Officer	200 Vesey Street New York, NY 10281	Vice President, Manager for Trade Support of Municipal Products, RBC Capital Markets, LLC	United States

RBC Municipal Products, LLC

Directors

Name	Business Address	Principal Occupation	Citizenship
Degagné, Renée	200 Vesey Street New York, NY 10281	Managing Director Global Trading Client Manager Royal Bank of Canada	Canada
Hamel, Chris	200 Vesey Street New York, NY 10281	Managing Director, Head of Municipal Finance RBC Capital Markets, LLC	United States
LePage, Dan	200 Vesey Street New York, NY 10281	Managing Director, Head of U.S. Real Estate Corporate Banking RBC Capital Markets, LLC	United States
Maroney, Mark	200 Vesey Street New York, NY 10281	Managing Director, Head of US Rates, Mortgages & Municipals RBC Capital Markets, LLC	United States

7

SCHEDULE II

In Commodity Futures Trading Commission v. Royal Bank of Canada (the “RBC”), 12-cv-2497, Dkt. No. 124 (S.D.N.Y. Dec. 18, 2014), RBC, without admitting or denying any of the CFTC’s allegations, entered into a consent order that found that, in violation of Section 4c(a) of the Commodity Exchange Act (“CEA”), RBC entered into block trades during the period June 1, 2007 and May 31, 2010 with an express or implied understanding that the positions resulting from the trades would later be offset or delivered opposite those of certain of its affiliates. The consent order also found that, in violation of CFTC Regulation 1.38(a), the express or implied understandings for later trades were not reported to the OneChicago exchange without delay, as required by the OneChicago rules.

The consent order enjoined RBC from violations of Section 4c(a) of the CEA and CFTC Regulation 1.38(a) and required RBC to pay a civil monetary penalty of $35,000,000.

8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 2, 2017	ROYAL BANK OF CANADA — By:	/s/ John Penn
		Name:	John Penn 1
		Title:	Authorized Signatory
By:	RBC MUNICIPAL PRODUCTS, LLC
	By:	/s/ Joseph Huesman
		Name:	Joseph Huesman
		Title:	President

1 This Schedule 13D/A was executed by John Penn pursuant to the power of attorney filed with the Securities and Exchange Commission on August 9, 2013 in connection with a Schedule 13G/A for RMR Real Estate Income Fund, which power of attorney is incorporated herein by reference.

9