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 25~~March 1, 2019

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):

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

~~Item~~Introductory 1Note.~~01 Entry into a Material Definitive Agreement.~~

OnThis ~~January 25,~~Current ~~2019, Investment~~Report ~~Technology~~on ~~Group, Inc.~~Form ~~(the~~8-K ~~“Company”)~~is ~~and~~being ~~its~~filed ~~wholly~~in ~~owned~~connection ~~subsidiary~~with the completion, ~~ITG~~ ~~Inc.~~on ~~(“ITG~~March ~~Inc.”)~~1, ~~amended~~2019 (the “~~First~~Closing ~~Amendment~~Date”) ~~their existing credit agreement~~, ~~dated~~of ~~January 26,~~the ~~2018~~Merger (~~the~~defined ~~“Credit Agreement”~~below), contemplated by ~~and among ITG Inc., as borrower,~~ the ~~Company,~~Agreement ~~as guarantor,~~ and aPlan ~~syndicate~~ of ~~banks~~Merger, ~~including~~dated ~~JPMorgan~~as ~~Chase~~of ~~Bank,~~November ~~N.A.~~6, as2018 ~~Administrative~~(the ~~Agent,~~“Merger ~~and Bank of America~~Agreement”), ~~N.A.~~by and ~~Bank~~among ofInvestment ~~Montreal~~Technology asGroup, ~~Syndication Agents~~Inc., ~~The~~a ~~First~~Delaware ~~Amendment~~corporation ~~extended~~ (the ~~maturity~~“Company” ~~date~~or of“ITG”), ~~the~~Virtu ~~Credit~~Financial, ~~Agreement from January 25~~Inc., ~~2019~~a toDelaware ~~March 31,~~corporation ~~2019~~ (~~the~~ “~~Termination Date~~Virtu”), toand ~~maintain~~Impala ~~financing~~Merger ~~availability~~Sub, ~~under~~Inc., ~~the~~a ~~Credit~~Delaware ~~Agreement~~corporation ~~until~~and ~~the~~an ~~expected~~indirect ~~closing~~wholly ofowned ~~the~~subsidiary ~~previously announced acquisition~~ of ~~the Company by~~ Virtu ~~Financial, Inc.~~ (“~~Virtu~~Merger Sub”). ~~Subject~~At to the ~~terms~~effective ~~and~~time ~~conditions~~ of the ~~Agreement and Plan of~~ Merger (the “~~Merger~~Effective ~~Agreement~~Time”), ~~dated~~in asaccordance ofwith ~~November 6,~~the ~~2018~~Merger Agreement, byMerger Sub merged with and ~~among~~into the Company, ~~Virtu~~with ~~and~~the ~~Impala~~Company ~~Merger~~surviving ~~Sub, Inc.,~~as aan indirect wholly owned subsidiary of Virtu (the “Merger ~~Sub~~”),. At ~~Merger~~the ~~Sub~~Effective ~~will~~Time, ~~merge~~each ~~with~~share ~~and~~of ~~into the~~ Company ~~(the~~common ~~“Merger”)~~stock, ~~with~~par ~~the~~value ~~Company~~$0.01 ~~continuing~~per asshare ~~the~~(“Company ~~surviving~~Common ~~entity.~~Stock”), ~~The~~issued ~~Merger~~and isoutstanding ~~expected~~immediately prior to ~~close~~the ~~during~~Effective ~~the~~Time ~~first~~(other ~~quarter~~than ofcertain ~~2019~~shares ~~after~~specified in the ~~receipt~~Merger ofAgreement) ~~all~~was ~~required~~cancelled ~~regulatory~~and ~~approvals~~converted ~~and~~into the ~~satisfaction~~right ofto ~~other~~receive ~~customary closing conditions~~$30. If30 ~~the~~in ~~Merger~~cash ~~has~~without ~~not~~interest ~~closed by~~ (the ~~Termination~~“Merger ~~Date~~Consideration”), ~~the~~less ~~financial~~any ~~lending~~applicable ~~institutions~~withholding ~~subject~~taxes. Shares toof ~~the~~Company ~~Credit~~Common ~~Agreement~~Stock ~~may~~ceased ~~not~~trading beon ~~willing to extend~~ the ~~maturity~~New ~~date~~York orStock Exchange (the ~~Company~~“NYSE”) ~~and~~prior ~~ITG Inc. may not be able~~ to ~~enter~~the ~~into~~open aof ~~new~~trading ~~credit agreement~~ on ~~similar~~March ~~terms~~1, 2019.

~~The~~At ~~foregoing~~the ~~description~~Effective Time, (i) each outstanding and unexercised stock option of the ~~First~~Company ~~Amendment~~was ~~does~~converted ~~not~~into ~~purport~~an option to bepurchase ~~complete~~Class A common stock, par value $0.00001 per share, of Virtu (“Virtu Common Stock”), with the number of shares of Virtu Common Stock and the exercise price applicable to such option based on an exchange ratio, the numerator of which is ~~qualified~~the inMerger ~~its~~Consideration, ~~entirety~~and the denominator of which is the volume-weighted average price per share of Virtu Common Stock for the ten trading days prior to the Effective Time of $25.4696 (the “Exchange Ratio”); (ii) each outstanding award of restricted stock units or deferred stock units with respect to shares of Company Common Stock (other than awards with performance-based vesting or delivery requirements) (a “Company RSU Award”) that was granted on or after January 23, 2017 and was not held by a non-employee director, former employee or employee whose employment was being terminated involuntarily without cause immediately following the Effective Time was converted into the right to receive restricted stock units of Virtu on the same terms and conditions as were applicable under the Company RSU Award, with the number of shares of Virtu Common Stock subject to such replacement restricted stock unit award based on the ~~First~~number ~~Amendment~~of shares of Company Common Stock subject to such Company RSU Award and the Exchange Ratio; (iii) each outstanding Company RSU Award other than those described in the preceding clause (ii) became fully vested and converted into the right to receive the Merger Consideration with respect to the number of shares of Company Common Stock subject to such Company RSU Award; (iv) each outstanding award of restricted stock units with respect to shares of Company Common Stock with performance-based vesting or delivery requirements (a “Company PSU Award”) that was granted on or after January 23, ~~which~~2017 isand ~~attached~~was ~~hereto~~not held by a non-employee director, former employee or employee whose employment was being terminated involuntarily without cause immediately following the Effective Time was converted into the right to receive restricted stock units of Virtu on the same terms and conditions as ~~Exhibit 10.1~~were applicable under the Company PSU Award (other than the performance-based vesting schedule, which was converted into a service-based vesting schedule in accordance with the applicable award agreement), with the number of shares of Virtu Common Stock subject to such replacement restricted stock unit award based on the number of shares of Company Common Stock deemed earned at the Effective Time and ~~incorporated~~the ~~herein~~Exchange byRatio; ~~reference~~and (v) each outstanding Company PSU Award other than those described in the preceding clause (iv) became fully vested and converted into the right to receive the Merger Consideration with respect to the number of shares of Company Common Stock deemed earned at the Effective Time.

~~The~~Pursuant ~~First Amendment is attached~~ to ~~this Form 8-K to provide security holders with information regarding its terms. It is not intended to provide factual information about~~ the ~~parties~~Merger ~~or any of their respective subsidiaries or affiliates. The representations, warranties and covenants of each party as set forth in the Credit~~ Agreement ~~and the First Amendment were made only for purposes of those agreements and as of specific dates~~, ~~are~~Virtu ~~solely~~financed ~~for~~ the ~~benefit~~Merger ofConsideration ~~the~~with ~~parties~~new todebt the Credit Agreement and the First Amendment, may be subject to limitations, qualifications and exceptions agreed upon or to be agreed upon by the parties (including being qualified by confidential disclosures), and may have been made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investorsfinancing. Investors should not rely on the representations, warranties, or covenants or any description thereof as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Credit Agreement and First Amendment, which subsequent information may or may not be fully reflected in public disclosures by the Company or ITG Inc.

~~Item~~The ~~2.03~~foregoing ~~Creation~~description of athe ~~Direct~~Merger ~~Financial~~Agreement ~~Obligation~~is ornot ancomplete ~~Obligation~~and ~~under~~is ansubject ~~Off~~to and qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-~~Balance~~K ~~Sheet~~filed ~~Arrangement~~with ofthe aSecurities ~~Registrant~~and Exchange Commission (the “SEC”) on November 8, 2018.

The ~~information~~representations, ~~required~~warranties and covenants of the parties contained in the Merger Agreement (a) have been made only for purposes of the Merger Agreement, (b) have been qualified by ~~this~~(i) ~~Item~~the ~~2.03~~matters specifically disclosed in certain of the Company’s and Virtu’s filings with the SEC and (ii) confidential disclosures made in the disclosure schedules delivered in connection with the Merger Agreement, (c) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or such other date as is ~~set~~specified ~~forth~~in ~~under~~the ~~Item~~Merger 1Agreement and (e) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters of fact.01 Accordingly, ~~above~~the ~~and~~Merger Agreement is incorporated herein by reference. only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual

~~Forward~~-~~Looking Statements~~2-

Ininformation ~~addition~~regarding tothe ~~historical information~~Company, ~~this~~Virtu ~~Current~~or ~~Report~~their onrespective ~~Form 8-K~~affiliates ~~may~~or ~~contain~~businesses. Investors ~~“forward-looking”~~should ~~statements~~not ~~that~~rely ~~reflect~~on ~~management’s~~the ~~expectations~~representations, ~~for~~warranties ~~the~~or ~~future. In~~covenants ~~some~~or ~~cases,~~any ~~you~~descriptions ~~can~~thereof ~~identify~~as ~~these~~characterizations ~~statements~~of bythe ~~forward-looking~~actual ~~words~~state ~~such~~of asfacts ~~“may,”~~or ~~“might,”~~condition ~~“will,”~~of ~~“could,”~~the ~~“should~~Company,” ~~“would,”~~Virtu ~~“expect,”~~or ~~“plan,”~~any ~~“anticipate,”~~of ~~“believe,”~~their ~~“estimate,”~~respective ~~“predict~~affiliates. Moreover,” ~~“trend~~information concerning the subject matter of the representations,” ~~“potential”~~warranties or ~~“continue”~~covenants ~~and~~may have changed after the ~~negative~~date of ~~these~~the ~~terms~~Merger ~~and~~Agreement, ~~other~~which ~~comparable~~subsequent ~~terminology. A~~information ~~variety~~may ofor ~~important~~may ~~factors~~not ~~could~~be ~~cause~~fully ~~results~~reflected toin ~~differ~~the ~~materially~~Company’s ~~from~~or ~~such~~Virtu’s ~~statements~~public disclosures.

~~Factors~~Item ~~relating~~1.02. toTermination ~~the Merger include, but are not limited to, the completion~~ of ~~the Merger in~~ a ~~timely~~Material ~~manner~~Definitive ~~or at all, obtaining required governmental approvals of the Merger on the terms expected or on the anticipated schedule, the parties to the Merger~~ Agreement failing to satisfy other conditions to the completion of the Merger, or failing to meet expectations regarding the timing and completion of the Merger, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, the effect of the announcement or.

2On the Closing Date, in connection with the consummation of the Merger, the Company terminated the Credit Agreement, dated as of January 26, 2018, by and among ITG Inc., as borrower and a wholly owned subsidiary of the Company, the Company, as guarantor, the several banks and other financial institutions or entities party thereto, as lenders, Bank of America, N.A. and Bank of Montreal, as syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent. At the time of termination, no amounts remained outstanding under the Credit Agreement other than accrued and unpaid commitment fees and legal fees and expenses, which were duly paid.

~~pendency~~Item of2.01. ~~the~~Completion ~~Merger on the Company’s business relationships, operating results, and business generally, risks that the proposed Merger disrupts current operations~~ of ~~the~~Acquisition Company and potential difficulties in employee retention as a result of the Merger, risks related to diverting management’s attention from the Company’s ongoing business operations, the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or ~~the~~Disposition ~~Merger, and the amount~~ of ~~the costs, fees, expenses and other charges related to the Merger~~Assets.

~~Certain~~The ~~additional~~information ~~factors~~set ~~are~~forth noted throughout ITG’s 2017 Annual Report on Form 10-K, and its Form 10-Qs (as amended, if applicable) and include, but are not limited to, general economic, business, credit, political and financial market conditions, both internationally and domestically, financial market volatility, fluctuations in ~~market~~the ~~trading~~Introductory ~~volumes~~Note, ~~effects~~Item of3.01 ~~inflation, adverse changes or volatility in interest rates, fluctuations in foreign exchange rates, evolving industry regulations~~ and ~~increased~~Item ~~regulatory~~5.01 ~~scrutiny, the outcome~~ of ~~contingencies~~this ~~such~~Current asReport ~~legal proceedings or governmental or regulatory investigations and customer or shareholder reaction to, or further proceedings or sanctions based~~ on, ~~such~~Form ~~matters,~~8-K ~~the~~is ~~volatility~~incorporated of the Company’s stock price, changes in tax policy or accounting rules, the ability of the Company to utilize its loss and tax credit carryforwards, the actions of both current and potential new competitors, changes in commission pricing, rapid changes in technology, errors or malfunctions in the Company’s systems or technology, operational risks related to misconduct or errors by ~~the~~reference ~~Company’s employees or entities with which it does business, cash flows~~ into orthis ~~redemptions~~Item from equity mutual funds, ability to meet the capital and liquidity requirements of the Company’s securities business and the related clearing of its customers’ trades, customer trading patterns, the success of the Company’s products and service offerings, the Company’s ability to continue to innovate and meet the demands of its customers for new or enhanced products, the Company’s ability to protect its intellectual property, the Company’s ability to execute on strategic initiatives or transactions, the Company’s ability to attract and retain talented employees, and the Company’s ability to pay dividends or repurchase its common stock in the future2.01.

~~The~~Item ~~forward-looking~~3.01. ~~statements~~Notice ~~included herein represent ITG’s views as~~ of ~~the~~Delisting ~~date~~or ofFailure ~~this~~to ~~communication. ITG~~Satisfy ~~undertakes~~a noContinued ~~obligation~~Listing toRule ~~revise~~ or ~~update~~Standard; ~~publicly~~Transfer ~~any~~of ~~forward-looking statement for any reason unless required by law~~Listing.

~~Item~~On 9the Closing Date, in connection with the consummation of the Merger, the Company notified the NYSE that the Merger had been consummated and requested that the trading of its shares on the NYSE be suspended and that the listing of its shares on the NYSE be withdrawn.01 In ~~Financial~~addition, ~~Statements~~the Company requested that the NYSE file with the SEC a notification on Form 25 to report the delisting of its shares from the NYSE and ~~Exhibits~~to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended.

~~(d) Exhibits~~Item 3.03. Material Modification to Rights of Security Holders.

~~10.1 First~~The ~~Amendment~~information toset ~~the~~forth ~~Credit~~in ~~Agreement,~~the ~~dated~~Introductory ~~January 25~~Note, ~~2019,~~Item ~~by and among ITG Inc~~2.01, ~~Investment~~ ~~Technology~~Item ~~Group, Inc~~5.,01 ~~the several banks~~ and ~~other~~Item ~~financial~~5.03 ~~institutions or entities from time to time parties thereto as lenders, Bank~~ of ~~America,~~this ~~N.A.~~Current ~~and~~Report ~~Bank~~on ofForm ~~Montreal,~~8-K is asincorporated ~~syndication~~by ~~agents,~~reference ~~and~~into ~~JPMorgan~~this ~~Chase~~Item ~~Bank, N~~3.A03. ~~as administrative agent.~~

3Item 5.01. Changes in Control of Registrant.

~~SIGNATURE~~As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of Virtu.

~~Pursuant~~The toinformation ~~the~~set ~~requirements~~forth ofin the ~~Securities~~Introductory ~~Exchange Act of 1934~~Note, ~~the~~Item ~~registrant~~3.03 ~~has~~and ~~duly~~Item ~~caused~~5.02 of this ~~report~~Current toReport ~~be signed~~ on ~~its~~Form ~~behalf~~8-K is incorporated by ~~the~~reference ~~undersigned~~into ~~hereunto~~this ~~duly~~Item ~~authorized~~5.01.

	INVESTMENT TECHNOLOGY GROUP, INC.
Date: January 30, 2019	By:	/s/ Steven R. Vigliotti
		Steven R. Vigliotti
		Chief Financial Officer and Chief Administrative Officer and Duly Authorized Signatory of Registrant

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

4In accordance with the Merger Agreement, at the Effective Time, (i) the position of each director as members of the Company’s Board of Directors and any applicable committee of the Board were terminated and (ii) the sole diector of Merger Sub as of immediately prior to the Effective Time, Douglas A. Cifu, became the sole director of the Company.

In addition, immediately following the Effective Time, the employment of each of the Company’s Chief Executive Officer and President Francis J. Troise, the Company’s Chief Financial Officer and Chief Administrative Officer Steven R. Vigliotti and the Company’s Global Head of Product Management Brian Pomraning was terminated involuntarily without cause and they became entitled to the severance and change in control benefits contemplated by their existing compensation arrangements with the Company.

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Following the Effective Time, the following officers were appointed by the Company’s Board of Directors: Douglas A. Cifu, Chief Executive Officer and Joseph Molluso, Chief Financial Officer and Treasurer.

Information regarding the new directors and officers has been previously disclosed in Virtu’s definitive proxy statement filed by Virtu under Schedule 14A on April 25, 2018.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, in connection with the consummation of the Merger, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety. Copies of the Company’s amended and restated certificate of incorporation and amended and restated by-laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01.

Other Events.

On March 1, 2019, Virtu issued a press release announcing the completion of the Merger. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of November 6, 2018, by and among Virtu Financial, Inc., Impala Merger Sub, Inc. and Investment Technology Group, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on November 8, 2018).
3.1		Amended and Restated Certificate of Incorporation of Investment Technology Group, Inc.
3.2		Amended and Restated By-laws of Investment Technology Group, Inc.
99.1		Press Release, dated as of March 1, 2019.

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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.


Date: March 1, 2019	By:	/s/ Justin Waldie
		Justin Waldie
		Senior Vice President, General Counsel and Secretary of Registrant

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