S-8

As filed with the Securities and Exchange Commission on June 20, 2011

Registration No. 333-         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INVESTMENT TECHNOLOGY GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

95-2848406

(I.R.S. Employer Identification No.)

380 Madison Avenue
4th Floor
New York, NY	10017
(Address of Principal Executive Offices)	(Zip Code)

INDIVIDUAL STOCK UNIT AWARD AGREEMENTS

(Full Title of the Plan)

P. Mats Goebels, Esq.
Investment Technology Group, Inc.
380 Madison Avenue
4th Floor
New York, NY 10017
(Name and Address of Agent for Service)

(212) 588-4000
(Telephone Number, including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  x	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company  o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Investment Technology Group, Inc. (the “Company”) shares of common stock, $.01 par value (“Common Stock”), to be delivered under stand-alone time-based vesting stock unit award agreements (the “Award Agreements”)		362,951	(2)	$	13.47	(3)	$	4,887,135	$	567.40	(4)
(1)	This registration statement (the “Registration Statement”) covers Common Stock that may be offered and sold from time to time pursuant to the Award Agreements. Pursuant to Rule 416(a), the number of shares of Common Stock being registered shall be adjusted to include any shares that may become deliverable as a result of stock splits, stock dividends or similar transactions in accordance with the anti-dilution provisions of the Award Agreements.
(2)	Represents 362,951 shares deliverable pursuant to the Award Agreements, pursuant to which units were granted as a material inducement of employment to former employees of Ross Smith Energy Group Ltd. (“RSEG”) in connection with the Company’s acquisition of RSEG pursuant to the Share Purchase Agreement dated as of June 2, 2011, by and among the Company, a wholly owned subsidiary of the Company, RSEG and certain other parties thereto (the “Share Purchase Agreement”).
(3)	Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales prices for a share of Common Stock on June 16, 2011, as reported on the New York Stock Exchange.
(4)	Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), as follows: $116.10 per $1,000,000 of proposed maximum aggregate offering price.

Explanatory Note

On June 3, 2011, the Company, through wholly owned subsidiaries of the Company, completed the acquisition of RSEG pursuant to the terms of the Share Purchase Agreement. This Registration Statement is filed with respect to up to 362,951 shares of Common Stock that may be delivered under the Award Agreements entered into with certain former employees of RSEG as a material inducement of employment with the Company, subject to appropriate adjustments to the number of shares of Common Stock deliverable as a result of stock splits, stock dividends or similar transactions in accordance with the anti-dilution provisions of the Award Agreements.  The performance stock unit awards representing shares of Common Stock that may be issued under the Award Agreements were issued in connection with the acquisition as “employment inducement awards” under Section 303A.08 of the New York Stock Exchange Listed Company Manual and, as such, are not subject to approval by the Company’s stockholders.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.  Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents of the Company, filed with the Commission are incorporated by reference into this Registration Statement:

(a)The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Commission on February 28, 2011 (including portions of its definitive Proxy Statement for the 2011 Annual Meeting of Stockholders incorporated therein by reference);

(b)The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the Commission on May 9, 2011;

(c)The Company’s Current Reports on Form 8-K filed with the Commission on January 10, 2011, February 4, 2011, February 8, 2011, March 7, 2011, March 8, 2011, March 11, 2011, April 8, 2011, May 9, 2011, June 2, 2011, June 8, 2011, and June 17, 2011; and

(d)The description of the Common Stock of the Company contained in the Company’s Registration Statement on Form S-4 (Registration No. 333-74723, filed with the Commission on March 19, 1999), including any other amendment or report filed with the Commission for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such reports and documents.  Unless expressly incorporated into this Registration Statement, a report furnished but not filed on Form 8-K shall not be incorporated by reference into this Registration Statement.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 4. Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

The legality of the shares of Common Stock offered hereby has been passed upon for the Company by P. Mats Goebels, Managing Director, General Counsel and Secretary of the Company.  As of June 17, 2011, Mr. Goebels beneficially owned 78,018 shares of the Company’s Common Stock, representing less than 1% of the total outstanding shares of the Company’s Common Stock.

Item 6. Indemnification of Directors and Officers.

The Company is incorporated under the laws of the State of Delaware. Sections 102 and 145 of the Delaware General Corporation Law (the “DGCL”) set forth the conditions and limitations governing the indemnification of officers, directors and other persons by Delaware corporations.

Generally, Section 145 of the DGCL provides that a Delaware corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In addition, a Delaware corporation may similarly indemnify such person for expenses actually and reasonably incurred by him or her in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided such person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall have determined upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a present or former director or officer of a Delaware corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

Generally, Section 102(b)(7) of the DGCL provides that the certificate of incorporation of a Delaware corporation may contain provisions eliminating or limiting the personal liability of a director to a corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of Title 8 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. No such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date which such provisions became effective.

Section 145 of the DGCL provides that a Delaware corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against the same pursuant to the provisions of the DGCL.

The Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”), provides for indemnification of directors and officers for liabilities and expenses incurred in defending actions brought against them in such capacities. The Certificate of Incorporation provides that the Company shall indemnify its directors and officers to the maximum extent now or hereafter permitted by law. The Certificate of Incorporation also contains a provision eliminating the personal liability of the Company’s directors to the Company or its stockholders for breaches of fiduciary duty to the maximum extent now or hereafter permitted by law.

The Company maintains directors’ and officers’ liability insurance covering all of the Company’s directors and officers against claims arising out of the performance of their duties.

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Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit No.	Description
5.1	Opinion of General Counsel of the Company with respect to the legality of the Common Stock being registered hereby
23.1	Consent of General Counsel of the Company (included in Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney

Item 9.  Undertakings

(a)           The undersigned registrant hereby undertakes:

(1)          To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)            To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii)          To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2)          That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act that is incorporated by reference in the registration statement) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 20th day of June, 2011.

Investment Technology Group, Inc.
By:	/s/ Robert C. Gasser
Name:	Robert C. Gasser
Title:	Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities indicated, on this 20th day of June, 2011.

Signature	Title
/s/ Robert C. Gasser	Chief Executive Officer, President and Director (Principal Executive Officer)
Robert C. Gasser
/s/ Steven R. Vigliotti	Managing Director and Chief Financial Officer (Principal Financial Officer)
Steven R. Vigliotti
/s/ Angelo Bulone	Managing Director and Controller (Principal Accounting Officer)
Angelo Bulone
*	Director (Chairman)
Maureen O’Hara
*	Director
J. William Burdett
*	Director
Minder Cheng
*	Director
Christopher V. Dodds
*	Director
Timothy L. Jones
*	Director
Kevin J.P. O’Hara
*	Director
Steven S. Wood

*By:	/s/ P. Mats Goebels
Name:	P. Mats Goebels
Title:	Managing Director, General Counsel and Secretary Attorney-in-Fact for the Officers and Directors signing in the capacities indicated

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of General Counsel of the Company with respect to the legality of the Common Stock being registered hereby
23.1	Consent of General Counsel of the Company (included in Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney

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EX-5.1

Exhibit 5.1

June 20, 2011

Investment Technology Group, Inc.
380 Madison Avenue
New York, New York 10017

Re:  Investment Technology Group, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

I am General Counsel to Investment Technology Group, Inc., a Delaware corporation (the “Company”).  I have advised the Company in connection with a Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 362,951 shares of common stock, par value $0.01 per share (the “Shares”), of the Company deliverable pursuant to stand-alone performance stock unit agreements by and between ITG Investment Research ULC, a wholly owned subsidiary of the Company formerly known as Ross Smith Energy Group Ltd. (“ITG IR ULC”), and certain former employees of ITG IR ULC entered into as a material inducement of employment with the Company (the “Performance Stock Unit Agreements”).

In connection with this opinion, I have examined originals, or copies certified or otherwise identified to my satisfaction, of the Registration Statement, the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Performance Stock Unit Agreements and such other documents, records and other instruments as I have deemed necessary or appropriate for the purposes of the opinion set forth herein. In rendering this opinion, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to authentic original documents of all documents submitted to me as copies and the legal capacity of all individuals executing such documents.

Based upon and subject to the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Shares to be delivered by ITG IR ULC pursuant to the Performance Stock Unit Agreements will have been duly authorized and validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware and I express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction.

I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement.  In giving such opinion, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ P. Mats Goebels

P. Mats Goebels

Managing Director, General Counsel and Secretary

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Investment Technology Group, Inc.:

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting which appear in the December 31, 2010 Annual Report on Form 10-K of Investment Technology Group, Inc.

/s/ KPMG LLP

New York, New York

June 17, 2011

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Registration Statement on Form S-8

KNOW ALL PERSONS BY THESE PRESENTS:

That each of the undersigned directors and/or officers of Investment Technology Group, Inc. (the “Corporation”), a Delaware corporation, hereby names, constitutes and appoints Robert C. Gasser, Steven R. Vigliotti, and P. Mats Goebels, or any of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities in connection with the Registration Statement (“Registration Statement”) on Form S-8 (or other appropriate form) for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Common Stock, $0.01 par value per share, of the Corporation, pursuant to the resolutions of the Board of Directors of the Corporation adopted on June 1, 2011; and in connection with any and all amendments to the Registration Statement and all instruments necessary or in connection therewith, including to sign the Registration Statement and any and all amendments and supplements relating thereto (including post-effective amendments), in the name and on behalf of Corporation and in the name and on behalf of such officer or director of the Corporation; to attest to the seal of the Corporation thereon; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, any state securities commission and any applicable securities exchange or securities self-regulatory organization; hereby granting to said attorneys-in-fact and agents, and each of them acting alone, the full power and authority to do and perform every act and thing requisite, necessary or advisable to be done in and about the premises, as fully and to all intents and purposes as any such officer or director might or could do in person; and said persons are authorized to take or cause to be taken any and all such further actions in connection therewith in the name and on behalf of the Corporation as they, in their sole discretion, deem necessary or appropriate;

And each of the undersigned hereby ratifies and confirms all that any said attorney-in-fact and agent, or any substitute, lawfully does or causes to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney in the capacity and as of the date indicated.

Signature	Title	Date
/s/ Robert C. Gasser	Chief Executive Officer, President and Director (Principal Executive Officer)	June 20, 2011
Robert C. Gasser
/s/ Steven R. Vigliotti	Managing Director and Chief Financial Officer (Principal Financial Officer)	June 20, 2011
Steven R. Vigliotti
/s/ Angelo Bulone	Managing Director and Controller (Principal Accounting Officer)	June 20, 2011
Angelo Bulone
/s/ Maureen O’Hara	Director (Chairman)	June 20, 2011
Maureen O’Hara
/s/ J. William Burdett	Director	June 20, 2011
J. William Burdett
/s/ Minder Cheng	Director	June 20, 2011
Minder Cheng
/s/ Christopher V. Dodds	Director	June 20, 2011
Christopher V. Dodds
/s/ Timothy L. Jones	Director	June 20, 2011
Timothy L. Jones
/s/ Kevin J.P. O’Hara	Director	June 20, 2011
Kevin J.P. O’Hara
/s/ Steven S. Wood	Director	June 20, 2011
Steven S. Wood