SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Toronto Dominion Investments, Inc.

(Last)

(First)

(Middle)

1 VANDERBILT AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Invesco Municipal Trust [ VKQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Variable Rate Muni Term Preferred Shares	07/17/2023		J⁽¹⁾		200	D	⁽¹⁾	2,428	D⁽²⁾⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Toronto Dominion Investments, Inc.

(Last)

(First)

(Middle)

1 VANDERBILT AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TORONTO DOMINION HOLDINGS USA INC

(Last)

(First)

(Middle)

1 VANDERBILT AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TD GROUP US HOLDINGS LLC

(Last)

(First)

(Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON

19808

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TORONTO DOMINION BANK

(Last)

(First)

(Middle)

TORONTO-DOMINION CENTRE, P.O. BOX 1

(Street)

TORONTO

M5K 1A2

(City)

(State)

(Zip)

Explanation of Responses:

1. The 200 Variable Rate Muni Term Preferred Shares reported as disposed of in Table I represent Variable Rate Muni Term Preferred Shares of the Issuer (the "VMTP Shares") that were beneficially owned by Toronto Dominion Investments, Inc. ("TDI"). The VMTP Shares were disposed of as a result of a redemption by the Issuer for a redemption price of $100,181.7534 per share (which includes a liquidation preference of $100,000.00 per share and accrued dividends of $100,181.7534 per share). TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

2. This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The VMTP Shares are owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the VMTP Shares by virtue of their ownership of TDI.

3. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Remarks:

Exhibits Index Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Joint Filer Information

	/s/ Christina Petrou on behalf of Toronto Dominion Investments, Inc.	07/19/2023
	/s/ Christina Petrou on behalf of Toronto Dominion Holdings (U.S.A.), Inc.	07/19/2023
	/s/ Ryan A. Barry on behalf of TD Group US Holdings LLC	07/19/2023
	/s/ Christina Petrou on behalf of The Toronto-Dominion Bank	07/19/2023
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Toronto Dominion Investments, Inc.