UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 2)

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


July 3, 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: 
 

 
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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
1,376
 
9.     Sole Dispositive Power
 
 
10.   Shared Dispositive Power
1,376
 
11.   Aggregate Amount Beneficially Owned by Each Reporting Person
1,376
 
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)          
 
 
13.   Percent of Class Represented by Amount in Row (11)
100%
 
14.   Type of Reporting Person (See Instructions)
BK
 
 
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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
1,376
 
9.     Sole Dispositive Power
0
 
10.   Shared Dispositive Power
 
1,376
11.   Aggregate Amount Beneficially Owned by Each Reporting Person
1,376
 
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)          
 
 
13.   Percent of Class Represented by Amount in Row (11)
100%
 
14.   Type of Reporting Person (See Instructions)
CO
 
 
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This Amendment No. 2 (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 as amended by Amendment No. 1 dated June 1, 2017 and filed with the SEC on June 5, 2017 (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 transfer on July 3, 2017 by RBC Capital Markets LLC (“RBCCM”) to RBCMP of 75 VMTP Shares (the “Additional VMTP Shares”) which were deposited by RBCMP into a tender option bond financing trust named RBC Taxable TOB Trust, Series E-52 (the "Subsequent TOB") on July 3, 2017.
 
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 3.  Source and Amount of Funds or Other Consideration
 
Item 3 of the Original Schedule 13D is hereby amended by deleting the second to last sentence of Paragraph 1 and replacing it with the following:
 
“On July 3, 2017, the Additional VMTP Shares were transferred from RBCCM to RBCMP and then to the Subsequent TOB. The Subsequent TOB has title to 100% of the VMTP (including the Additional VMTP Shares) but does not have the power to dispose or direct the disposition of the VMTP, which power is retained by RBCMP.”
 
Item 4.  Purpose of the Transaction
 
Item 4 of the Original Schedule 13D is hereby amended by adding the following at the end of the Paragraph 1 thereof:
 
“On July 3, 2017, RBCCM transferred the Additional VMTP Shares to RBCMP who in turn deposited them into the Subsequent TOB on July 3, 2017.”
 
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:
 
“The Additional VMTP Shares will also have registration rights as provided for in the Registration Rights Agreement.”
 
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”
 
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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
 
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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 52nd 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
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, 54th 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
 
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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: August 28, 2017
By:
ROYAL BANK OF CANADA
       
       
   
By:
/s/ John Penn
     
Name:
John Penn1
     
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.
 
 
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