Pursuant to the terms of the Underwriting Agreement, dated June 25, 2009, between Invesco Mortgage Capital Inc. (the "Company") and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters (the "Underwriters"), on July 27, 2009 the Underwriters exercised in part their over-allotment option to purchase 311,200 shares of the Company's common stock (the "Additional Shares") at $20.00 per share. The over-allotment option to purchase up to an additional 1,275,000 shares of the Company's common stock was granted in connection with the Company's recent initial public offering ("IPO") of 8.5 million shares. The Company completed the sale of the Additional Shares on July 27, 2009.

As previously disclosed, concurrent with the IPO, the Company completed two private placements, consisting of (i) 75,000 shares of common stock at $20.00 per share to Invesco Institutional (N.A.), Inc., a subsidiary of Invesco Ltd., and (ii) 1,425,000 limited partnership units in its subsidiary IAS Operating Partnership LP to a subsidiary of Invesco Ltd. Total proceeds from the private placements were $30.0 million.

The Company received proceeds of approximately $6.1 million from the sale of the Additional Shares, net of additional underwriting discounts and commissions paid to the Underwriters. At the completion of the offering, after giving effect to the partial exercise of the over-allotment option and the private placements, the Company has sold a total of approximately 8.9 million shares of common stock and raised approximately $201.1 million in net proceeds.

A copy of the press release issued by the Company in connection with this Item 8.01 is attached as Exhibit 99.1 and is incorporated by reference herein.

(d) Exhibits.

 Exhibit No.   Description
 99.1          Press Release, dated July 28, 2009, issued by Invesco Mortgage
               Capital Inc.