8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

March 10, 2014
Date of Report (Date of earliest event reported)

INVESTMENT TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32722	95-2848406
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

One Liberty Plaza, 165 Broadway
New York, New York 10006
(Address of principal executive offices)

(212) 588-4000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communication pursuant to Rule 425 under the Securities Act (17. CFR 230.425)

oSoliciting material pursuant to Rule 14a-2 under the Exchange Act (17. CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17. CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17. CFR 240.13e-4(c))

Item 8.01 — Other Events

On March 10, 2014 Investment Technology Group, Inc. issued a press release announcing trading statistics for the month ended February 28, 2014. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1Press release issued by Investment Technology Group, Inc. on March 10, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		INVESTMENT TECHNOLOGY GROUP, INC.
		(Registrant)
Date:	March 10, 2014	By:	/s/ STEVEN R. VIGLIOTTI
			Steven R. Vigliotti
			Chief Financial Officer and
			Duly Authorized Signatory of Registrant

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release by Investment Technology Group, Inc., dated as of March 10, 2014.

3

EX-99.1

Exhibit 99.1

ITG RELEASES FEBRUARY 2014 U.S. TRADING VOLUMES

NEW YORK, March 10, 2014 — ITG (NYSE: ITG), a leading independent execution and research broker, today announced that February 2014 U.S. trading volume was 3.1 billion shares and average daily volume (ADV) was 165 million shares.  This compares to 3.4 billion shares and ADV of 163 million shares in January 2014 and 3.7 billion shares and ADV of 194 million shares in February 2013.  There were 19 trading days in both February 2014 and February 2013 and 21 trading days in January 2014.

ITG U.S. Trading Activity

February 2014

Total U.S. Shares	# of Trade Days	Total U.S. Volume	Average U.S. Daily Volumes
February 2014	19	3,141,238,250	165,328,329
Year-to-Date:	40	6,562,108,708	164,052,718

These statistics are preliminary and may be revised in subsequent updates and public filings.  Volume statistics are posted on the investor relations section of ITG’s website, investor.itg.com and are available via a downloadable spreadsheet file.

ABOUT ITG

ITG is an independent execution and research broker that partners with global portfolio managers and traders to provide unique data-driven insights throughout the investment process. From investment decision through settlement, ITG helps clients understand market trends, improve performance, mitigate risk and navigate increasingly complex markets. ITG is headquartered in New York with offices in North America, Europe, and Asia Pacific. For more information, please visit www.itg.com.

ITG Media/Investor Contact:

J.T. Farley

(212) 444-6259

corpcomm@itg.com

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