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Filing Details

Accession Number:: 0001179110-18-014164
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-12-19 20:31:24
Reporting Period:: 2018-12-17

Accepted Time:: 2018-12-19 20:31:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
920424	Investment Technology Group Inc.	ITG	Security Brokers, Dealers & Flotation Companies (6211)	952848406

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1659733	J Francis Troise	One Liberty Plaza 165 Broadway New York NY 10006	Ceo And President	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2018-12-17	46,794	$30.01	237,398	No	4	F	Direct
Common Stock	Acquisiton	2018-12-18	65,611	$16.18	303,009	No	4	M	Direct
Common Stock	Disposition	2018-12-18	65,611	$30.02	237,398	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Option (right to buy)	Disposition	2018-12-18	65,611	$0.00	65,611	$16.18

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
131,240		2024-01-15	No	4	M	Direct

Footnotes

On December 13, 2018, the Compensation Committee (the "Committee") of the Board of Directors of Investment Technology Group, Inc. (the "Company") approved, effective December 17, 2018, the accelerated vesting of two separate time-based restricted stock units previously granted to the Reporting Person, representing in the aggregate (a) 34,124 time-based restricted stock units, which were scheduled to vest on January 24, 2019, (b) 39,235 time-based restricted stock units, which were scheduled to vest on January 24, 2020 and (c) 22,196 time-based restricted stock units, which were scheduled to vest on January 24, 2021. The Committee approved the accelerated vesting in order to mitigate potential adverse tax consequences to the Company and the Reporting Person of Section 280G of the Internal Revenue Code, as amended (the "Code"), in connection with the Company's merger ("Merger") with Virtu Financial, Inc. ("Virtu").
The reported disposition represents the withholding of shares for payment of taxes arising from the accelerated vesting of the time-based restricted stock units.
The Reporting Person engaged in this transaction in order to mitigate potential adverse consequences to the Company and the Reporting Person of Section 280G of the Code in connection with the Company's Merger with Virtu. A portion of these shares were sold to cover exercise price and taxes in accordance with broker's procedure for sell-to-cover transactions. The price reported reflects the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $29.945 to $30.06, inclusive. The Reporting Person undertakes to provide to the SEC staff, the Company, or a security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.
One-third of the option vested on each of January 15, 2017 and January 15, 2018. On December 13, 2018, the Committee approved the acceleration of vesting of the remaining portion of the option that was scheduled to vest on January 15, 2019, effective December 17, 2018. The Committee approved the accelerated vesting in order to mitigate potential adverse tax consequences to the Company and the Reporting Person of Section 280G of the Code in connection with the Company's Merger with Virtu.