SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Invesco Pennsylvania Value Municipal Income Trust
(VPV)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
46132K109
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(CUSIP Number)
Paul E. Rasmussen
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402-4130
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 2024
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 46132K109
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1 NAME OF REPORTING PERSON
Sit Investment Associates, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,360,040 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
2,360,040 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,040 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 46132K109
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1 NAME OF REPORTING PERSON
Sit Fixed Income Advisors II, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,360,040 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,360,040 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,040 Shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%
14 TYPE OF REPORTING PERSON (See Instructions)
IA
ITEM 1 Security and Issuer
Common Stock
Invesco Pennsylvania Value Municipal Income Trust (VPV)
Attn: Legal Department
1331 Spring Street N.W., Suite 2500
Atlanta, GA 30309
ITEM 2 Identity and Background
a) and c)
This statement is filed by:
Sit Investment Associates, Inc., a Minnesota corporation (SIA), and Sit
Fixed Income Advisors II, LLC, a Delaware limited liability company (SFI).
Both SIA and SFI are parties to a Joint Filing Agreement as further
described in Exhibit B to the initial Schedule 13D filed by SIA and SFI on
March 18, 2015.
SIA is a registered investment adviser.
SFI is a registered investment adviser and subsidiary of SIA.
SIA or SFI serves as investment adviser on behalf of its clients pursuant
to investment management agreements with each of its clients which give
SIA or SFI full discretionary authority to direct the investments of its
client in accordance with the investment objectives and restrictions of
the client. The investment management agreements also provide that SIA or
SFI has assumed the responsibility to vote on behalf of its clients all
shares held by its clients in accounts managed by SIA or SFI.
Mr. Roger J. Sit is chairman and CEO of SIA and SFI.
Mr. Ronald D. Sit is a vice president of SIA and director.
By virtue of these positions, each of SIA, SFI, Mr. Roger Sit, and Mr.
Ronald Sit may be deemed to beneficially own the Shares held by SIA and
SFI. None of the named individuals own shares directly. Together SIA,
SFI, Mr. Roger Sit, and Mr. Ronald Sit are the "Sit Entities".
b) The business address of each of the Sit Entities is 3300 IDS Center, 80
South Eighth Street, Minneapolis, MN 55402.
c) During the last five years, neither Roger J. Sit nor Ronald D. Sit have
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
e) During the last five years, none of the Sit Entities have been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
f) Roger J. Sit and Ronald D. Sit are United States citizens.
ITEM 3 Source and Amount of Funds or Other Consideration
The Sit Entities acquired the Issuer's Shares in open market transactions
with client funds held in custody accounts managed by SIA and SFI.
ITEM 4 Purpose of Transaction
The Sit Entities have acquired the Issuer's Shares for investment purposes,
and such purchases have been made in the ordinary course of business. The
Issuer's Shares have been acquired on behalf of SIA's and SFI's clients.
In pursuing such investment purposes, the Sit Entities purchased the Shares
based on the Sit Entities' belief that the Shares represented an attractive
investment opportunity, and the Sit Entities may further purchase, hold,
vote, trade, sell or otherwise deal in the Shares at the time, and in such
manner, as they deem advisable to benefit from, among many things, changes in
market prices of such Shares, the market prices of such Shares relative to
the value of the Issuer's assets, changes in the Issuer's investment
strategy, and composition of the Issuer's portfolio.
The Sit Entities intend to review their investment in the Issuer's Shares on
a continuing basis and may also propose or take one or more of the actions
described in subsections (a) through (j) of Item 4 of Schedule 13D, including
engaging in discussions with management, the Board of Directors and
shareholders concerning, among other things, the Issuer's performance, the
market prices of the Issuer's Shares relative to the value of the Issuer's
assets, the distribution rate, the Issuer's capitalization, the Issuer's
investment strategy and the Issuer's portfolio holdings. The Sit Entities
may make binding and non-binding shareholder proposals, or may nominate one
or more individuals as nominees for election to the Board.
ITEM 5 Interest in Securities of the Issuer
a) and b)
The aggregate percentage of Shares reported owned by Sit Entities herein
is based upon 23,829,544 Shares outstanding as of March 28, 2024, which is
the total number of Shares outstanding as reported in the Issuer's Semi-
Annual Certified Shareholder Report. As of the date hereof, the Sit
Entities may be deemed to be the beneficial owner of 2,360,040 Shares held
in client accounts which represent 9.90% of the Issuer's outstanding
Shares. Each of the Sit Entities may be deemed to have shared power to
vote and dispose of such Shares. However, none of SIA's or SFI's
directors or executive officers own Shares directly.
d) Transactions in Shares by the Sit Entities in the last 60 days are set
forth in Exhibit A.
e) The clients of SIA and SFI have the right to participate in the receipt of
dividends from, or proceeds from the sales of, the Shares held for their
respective accounts.
f) Not applicable
ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
Not applicable.
ITEM 7 Materials to be Filed as Exhibits
Exhibit A: Schedule of Transactions in Shares by Sit Entities in the last
60 days.
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.
March 28, 2024
By: Sit Investment Associates, Inc.
/s/ Roger J. Sit
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Name/Title: Roger J. Sit, Chairman & CEO
By: Sit Fixed Income Advisors II, LLC
/s/ Roger J. Sit
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Name/Title: Roger J. Sit, Chairman & CEO
EXHIBIT A
Schedule of Transactions in Shares by Sit Entities in the last 60 days:
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Shares of Common
Date of Transaction Stock Purchased Price
Transaction Type /(Sold) Per Share ($)
------------------ ------------------ ------------------ ------------------
1/29/2024 BUY 200.00 10.09
1/29/2024 BUY 1500.00 10.09
1/29/2024 BUY 1782.00 10.09
1/29/2024 BUY 1500.00 10.09
1/29/2024 BUY 1100.00 10.09
1/31/2024 BUY 700.00 10.12
1/31/2024 BUY 6200.00 10.12
1/31/2024 BUY 7200.00 10.12
1/31/2024 BUY 6200.00 10.12
1/31/2024 BUY 4700.00 10.12
2/1/2024 BUY 20011.00 10.18
2/2/2024 BUY 200.00 10.11
2/2/2024 BUY 2000.00 10.11
2/2/2024 BUY 2351.00 10.11
2/2/2024 BUY 2000.00 10.11
2/2/2024 BUY 1500.00 10.11
2/5/2024 BUY 800.00 10.11
2/5/2024 BUY 6500.00 10.11
2/5/2024 BUY 7477.00 10.11
2/5/2024 BUY 6500.00 10.11
2/5/2024 BUY 4900.00 10.11
2/6/2024 BUY 1300.00 10.12
2/7/2024 BUY 8924.00 10.19
2/8/2024 BUY 200.00 10.17
2/8/2024 BUY 1400.00 10.17
2/8/2024 BUY 1497.00 10.17
2/8/2024 BUY 1400.00 10.17
2/8/2024 BUY 1000.00 10.17
2/9/2024 BUY 200.00 10.18
2/9/2024 BUY 1300.00 10.18
2/9/2024 BUY 1502.00 10.18
2/9/2024 BUY 1300.00 10.18
2/9/2024 BUY 1000.00 10.18
2/12/2024 BUY 2218.00 10.19
2/13/2024 BUY 700.00 10.13
2/13/2024 BUY 5900.00 10.13
2/13/2024 BUY 6900.00 10.13
2/13/2024 BUY 6100.00 10.13
2/13/2024 BUY 4548.00 10.13
2/14/2024 BUY 300.00 10.12
2/14/2024 BUY 1435.00 10.12
2/14/2024 BUY 1000.00 10.12
2/16/2024 BUY 2900.00 10.12
2/16/2024 BUY 2254.00 10.12
2/20/2024 BUY 200.00 10.11
2/20/2024 BUY 2000.00 10.11
2/20/2024 BUY 2400.00 10.11
2/20/2024 BUY 2161.00 10.11
2/20/2024 BUY 1500.00 10.11
2/22/2024 BUY 6800.00 10.14
2/22/2024 BUY 5371.00 10.14
2/23/2024 BUY 8787.00 10.14
2/26/2024 BUY 500.00 10.14
2/26/2024 BUY 300.00 10.14
2/26/2024 BUY 8400.00 10.14
2/26/2024 BUY 6700.00 10.14
2/26/2024 BUY 300.00 10.14
2/26/2024 BUY 2000.00 10.14
2/26/2024 BUY 1300.00 10.14
2/26/2024 BUY 400.00 10.14
2/26/2024 BUY 1600.00 10.14
2/26/2024 BUY 200.00 10.14
2/26/2024 BUY 200.00 10.14
2/26/2024 BUY 3100.00 10.14
3/4/2024 BUY 800.00 10.10
3/4/2024 BUY 500.00 10.10
3/4/2024 BUY 12900.00 10.10
3/4/2024 BUY 10400.00 10.10
3/4/2024 BUY 400.00 10.10
3/4/2024 BUY 3100.00 10.10
3/4/2024 BUY 300.00 10.10
3/4/2024 BUY 2000.00 10.10
3/4/2024 BUY 600.00 10.10
3/4/2024 BUY 2400.00 10.10
3/4/2024 BUY 400.00 10.10
3/4/2024 BUY 400.00 10.10
3/4/2024 BUY 3889.00 10.10
3/5/2024 BUY 500.00 10.14
3/5/2024 BUY 3800.00 10.14
3/5/2024 BUY 4393.00 10.14
3/5/2024 BUY 3900.00 10.14
3/5/2024 BUY 2900.00 10.14
3/6/2024 BUY 700.00 10.14
3/6/2024 BUY 6200.00 10.14
3/6/2024 BUY 7100.00 10.14
3/6/2024 BUY 6300.00 10.14
3/6/2024 BUY 4700.00 10.14
3/7/2024 BUY 2300.00 10.15
3/7/2024 BUY 1400.00 10.15
3/7/2024 BUY 1200.00 10.15
3/7/2024 BUY 8900.00 10.15
3/7/2024 BUY 800.00 10.15
3/7/2024 BUY 5700.00 10.15
3/7/2024 BUY 1800.00 10.15
3/7/2024 BUY 7016.00 10.15
3/7/2024 BUY 1000.00 10.15
3/7/2024 BUY 1100.00 10.15
3/8/2024 BUY 2560.00 10.19
3/8/2024 BUY 2100.00 10.19
3/12/2024 BUY 1500.00 10.23
3/12/2024 BUY 3497.00 10.23
3/12/2024 BUY 1100.00 10.23
3/13/2024 BUY 2400.00 10.22
3/13/2024 BUY 1826.00 10.22
3/14/2024 BUY 2393.00 10.12
3/19/2024 BUY 4658.00 10.21
3/19/2024 BUY 3800.00 10.21
3/20/2024 BUY 7900.00 10.19
3/20/2024 BUY 6399.00 10.19
3/20/2024 BUY 2900.00 10.19
3/20/2024 BUY 500.00 10.19
3/21/2024 BUY 8000.00 10.22
3/21/2024 BUY 6450.00 10.22
3/22/2024 BUY 200.00 10.21
3/22/2024 BUY 1900.00 10.21
3/22/2024 BUY 2189.00 10.21
3/22/2024 BUY 2000.00 10.21
3/22/2024 BUY 1500.00 10.21
3/25/2024 BUY 3500.00 10.19
3/25/2024 BUY 3012.00 10.19
3/26/2024 BUY 300.00 10.23
3/26/2024 BUY 200.00 10.23
3/26/2024 BUY 100.00 10.23
3/26/2024 BUY 1080.00 10.23
3/26/2024 BUY 100.00 10.23
3/26/2024 BUY 700.00 10.23
3/26/2024 BUY 200.00 10.23
3/26/2024 BUY 800.00 10.23
3/26/2024 BUY 100.00 10.23
3/26/2024 BUY 100.00 10.23
3/26/2024 BUY 1775.00 10.23
3/26/2024 BUY 300.00 10.23
3/27/2024 BUY 5400.00 10.24
3/28/2024 BUY 2,549.00 10.25