8-K

UNITED STATES
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

Date of report (Date of earliest event reported): January 10, 2017

INVESTMENT TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32722	95-2848406
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Liberty Plaza, 165 Broadway New York, New York	10006
(Address of Principal Executive Offices)	(Zip Code)

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

(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 (see General Instruction A.2. below):

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

oSoliciting material pursuant to Rule 14a-12 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 January 10, 2017, Investment Technology Group, Inc. issued a press release announcing trading statistics for the month ended December 31, 2016. 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 January 10, 2017.

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SIGNATURES

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.
	By:	/s/ Angelique F.M. DeSanto
		Name:Angelique F.M. DeSanto
		Title:Managing Director, General Counsel and Secretary and Duly Authorized Signatory of Registrant
Dated: January 10, 2017

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EX-99.1

Exhibit 99.1

ITG Releases December 2016 U.S. Trading Volume

Market Share Rises to Highest Level Since July 2015

NEW YORK, January 10, 2017 — ITG (NYSE: ITG), a leading independent broker and financial technology provider, today announced that consolidated U.S. market share increased for the fifth consecutive month in December 2016 to the highest level since July 2015. Trading volume was 3.1 billion shares and average daily volume (ADV) was 150 million shares, compared to 3.3 billion shares and ADV of 159 million shares in November 2016 and 2.8 billion shares and ADV of 129 million shares in December 2015. There were 21 trading days in both December 2016 and November 2016 and 22 trading days in December 2015.

ITG U.S. Trading Activity

In addition to overall U.S. trading volumes, ITG also provides a monthly summary of average daily volume (double-counted) and average trade size for the POSIT ® crossing network and POSIT Alert.

	# of Trade Days	Total U.S. Volume	Average U.S. Daily Volume	Average POSIT Daily Volume	Average POSIT Trade Size	Average POSIT Alert Daily Volume	POSIT Alert Average Trade Size	POSIT Alert Avg. Trade Size Ex- Algos*
December 2016	21	3,147,285,484	149,870,737	56,280,524	276	13,956,867	23,897	39,324
YTD 2016	252	34,794,939,646	138,075,157	54,370,964	280	12,688,594	19,048	36,576

*Excluding shares crossed through POSIT Alert from ITG algorithms

The increase in market share in December 2016 was due in part to an increase in volume from lower-priced market-on-close (MOC) orders associated with portfolio rebalancing. This contributed to a significant drop in overall average revenue per share during the month as compared to the third quarter of 2016.

International Trading Activity

The average daily trading commissions in December 2016 in ITG’s Canadian, European and Asia Pacific businesses were up approximately 23% in U.S. dollar terms on a combined basis as compared to the third quarter of 2016.

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

Investment Technology Group (NYSE: ITG) is a global financial technology company that helps leading brokers and asset managers improve returns for investors around the world. We empower traders to reduce the end-to-end cost of implementing investments via technology-enabled liquidity, execution, analytics and workflow solutions. ITG has offices in Asia Pacific, Europe and North America and offers execution services in more than 50 countries. Please visit www.itg.com for more information.

ITG Media/Investor Contact:

J.T. Farley

(212) 444-6259

corpcomm@itg.com

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