Saba Capital Management, L.P. - Schedule 13D/A - Filed by newsfilecorp.com

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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

INVESCO HIGH INCOME TRUST II
(Name of Issuer)

Common Shares, no par value
(Title of Class of Securities)

46131F101
(CUSIP Number)

Saba Capital Management, L.P.
405 Lexington Avenue
58th Floor
New York, NY 10174
Attention: Michael D'Angelo
(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 13, 2018
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

(Page 1 of 6 Pages)

______________________________
* 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. 46131F101 SCHEDULE 13D/A  

1 NAME OF REPORTING PERSON
            Saba Capital Management, L.P.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) [   ]
  (b) [   ]
3 SEC USE ONLY
   
   
4 SOURCE OF FUNDS
           OO (see Item 3)
   
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  [   ]
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
           Delaware
   
  7 SOLE VOTING POWER
             -0-
NUMBER OF    
SHARES 8 SHARED VOTING POWER
BENEFICIALLY            1,066,507
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER
REPORTING            -0-
PERSON WITH:    
  10 SHARED DISPOSITIVE POWER
             1,066,507
     
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
            1,066,507
    
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   [   ]
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            13.14%1
    
14 TYPE OF REPORTING PERSON
            PN; IA
   

____________________________
1 The percentages used herein are calculated based upon 8,118,429 shares of common stock outstanding as of 8/31/2018, as disclosed in the company's Certified Shareholder Report Form N-CSRS filed 11/8/2018.



CUSIP No. 46131F101 SCHEDULE 13D/A  

1 NAME OF REPORTING PERSON
           Boaz R. Weinstein
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) [   ]
  (b) [   ]
3 SEC USE ONLY
   
   
4 SOURCE OF FUNDS
           OO (see Item 3)
   
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
   [   ]
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
           United States
   
  7 SOLE VOTING POWER
             -0-
NUMBER OF    
SHARES 8 SHARED 1,066,507 VOTING POWER
BENEFICIALLY    
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER
REPORTING            -0-
PERSON WITH:    
  10 SHARED DISPOSITIVE POWER
             1,066,507
     
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
             1,066,507
     
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

   [   ]
    
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           13.14%1
   
14 TYPE OF REPORTING PERSON
             IN
    

____________________________
1 The percentages used herein are calculated based upon 8,118,429 shares of common stock outstanding as of 8/31/2018, as disclosed in the company's Certified Shareholder Report Form N-CSRS filed 11/8/2018.



CUSIP No. 46131F101 SCHEDULE 13D/A  

Item 1. SECURITY AND ISSUER
   

This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 8, 2017, as amended by Amendment No. 1 filed on 10/11/18, and Amendment No. 2 filed 10/22/18. With respect to the common shares of Invesco High Income Trust II. This Amendment No. 3 amends Items 3, and 5 as set forth below.

   
Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

   

Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors in the Saba Entities and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of $14,845,804 was paid to acquire the Common Shares reported herein

   
Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a)

See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 8,118,429 shares of common stock outstanding as of 8/31/2018, as disclosed in the company's Certified Shareholder Report Form N-CSRS filed 11/8/2018.

   
(b)

See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

   
(c)

The transactions in the Shares effected since the filing of the Schedule 13D/A Amendment 2 by Saba Capital on behalf of the Saba Entities, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

   
(d)

No person other than the Reporting Persons and the Saba Entities is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Shares.

   
(e)

Not applicable.




CUSIP No. 46131F101 SCHEDULE 13D/A  

SIGNATURES

                        After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 17, 2018

  SABA CAPITAL MANAGEMENT, L.P.
   
  /s/ Michael D'Angelo
  Name: Michael D'Angelo
  Title: Chief Compliance Officer
   
  BOAZ R. WEINSTEIN
   
  /s/ Michael D'Angelo
  Name: Michael D'Angelo
  Title: Attorney-in-fact*

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823



CUSIP No. 46131F101 SCHEDULE 13D/A  

Schedule A

            This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person since the Schedule 13D/A filing on 10/22/2018. All transactions were effectuated in the open market through a broker.

TradeDate Side Shares Price
12/13/18 Buy 330,314  13.05
11/28/18 Buy 400  12.90
11/27/18 Buy 600  12.82
11/26/18 Buy 2,413  12.85
11/16/18 Sell -135  13.18
11/15/18 Sell -2,100  13.29
11/14/18 Sell -33,708  13.46
10/22/18 Buy 8,555  13.35