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): March 8, 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 March 8, 2017, Investment Technology Group, Inc. issued a press release announcing trading statistics for the month ended February 28, 2017. 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 8, 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:  March 8, 2017

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EX-99.1

Exhibit 99.1

ITG Releases February 2017 U.S. Trading Volume

NEW YORK, March 8, 2017 — ITG (NYSE: ITG), a leading independent broker and financial technology provider, today announced that February 2017 U.S. trading volume was 2.9 billion shares and average daily volume (ADV) was 154 million shares, compared to 2.8 billion shares and ADV of 139 million shares in January 2017 and 3.4 billion shares and ADV of 168 million shares in February 2016. There were 19 trading days in February 2017 and 20 trading days in both January 2017 and February 2016.

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*
February 2017	19	2,921,832,690	153,780,668	64,525,203	276	16,769,626	24,730	39,365
YTD 2017	39	5,701,598,808	146,194,841	62,647,017	287	16,330,592	24,328	39,129

*Excluding shares crossed through POSIT Alert from ITG algorithms

During February 2017 there was a continued high percentage of volume from lower-rate sell-side clients, as well as increased trading activity from certain passive/index clients, resulting in a decline in overall average revenue per share as compared to both January 2017 and the fourth quarter of 2016.

International Trading Activity

The average daily trading commissions in February 2017 in ITG’s Canadian, European and Asia Pacific businesses were up approximately 7% in U.S. dollar terms on a combined basis as compared to the fourth 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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