formsc13ea.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QweDHNOry7XR5RgDQ8ifT+mFQ5Ddj4ALjvkMGcN9VDKsqC/+cU47aKmO17Ymi1PX Kc2xXexiqehXWZ6J8rS30Q== 0001140361-07-018688.txt : 20070927 0001140361-07-018688.hdr.sgml : 20070927 20070926194517 ACCESSION NUMBER: 0001140361-07-018688 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070927 DATE AS OF CHANGE: 20070926 GROUP MEMBERS: D. E. SHAW & CO, LLC GROUP MEMBERS: D. E. SHAW & CO, LP GROUP MEMBERS: D. E. SHAW SYNOPTIC PORTFOLIOS 2, LLC GROUP MEMBERS: DAVID E. SHAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0000920424 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133757717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45125 FILM NUMBER: 071137535 BUSINESS ADDRESS: STREET 1: 380 MADISON AVE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125884000 MAIL ADDRESS: STREET 1: 380 MADISON AVE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: D.E. SHAW LAMINAR PORTFOLIOS, L.L.C. DATE OF NAME CHANGE: 20060928 FORMER COMPANY: FORMER CONFORMED NAME: DE SHAW LAMINAR PORTFOLIOS LLC DATE OF NAME CHANGE: 20030916 SC 13D/A 1 formsc13ea.htm INVESTMENT TECHNOLOGY GROUP SC 13-D A 9-21-2007 formsc13ea.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Investment Technology Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class Securities)

46145F105

(CUSIP Number)

D. E. Shaw Laminar Portfolios, L.L.C.

Attn: Compliance Department

120 West Forty-Fifth Street

Floor 39, Tower 45

New York, NY 10036

212-478-0000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communication)

September 21, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.			46145F105
1	Name of Reporting Person. I.R.S. IDENTIFICATION D. E. Shaw Laminar Portfolios, L.L.C. FEIN 01-0577802
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7		Sole Voting Power -0-
		8		Shared Voting Power 4,396,235
		9		Sole Dispositive Power -0-
		10		Shared Dispositive Power 4,396,235
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,396,235
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11) 9.9%
14	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No.			46145F105
1	Name of Reporting Person. I.R.S. IDENTIFICATION D. E. Shaw Synoptic Portfolios 2, L.L.C. FEIN 20-4229475
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7		Sole Voting Power -0-
		8		Shared Voting Power 157
		9		Sole Dispositive Power -0-
		10		Shared Dispositive Power 157
11	Aggregate Amount Beneficially Owned by Each Reporting Person 157
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11) 0.0%
14	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No.			46145F105
1	Name of Reporting Person. I.R.S. IDENTIFICATION D. E. Shaw & Co., L.L.C. FEIN 13-3799946
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7		Sole Voting Power -0-
		8		Shared Voting Power 4,396,392
		9		Sole Dispositive Power -0-
		10		Shared Dispositive Power 4,396,392
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,396,392
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11) 9.9%
14	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No.			46145F105
1	Name of Reporting Person. I.R.S. IDENTIFICATION D. E. Shaw & Co., L.P. FEIN 13-3695715
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7		Sole Voting Power -0-
		8		Shared Voting Power 4,396,392
		9		Sole Dispositive Power -0-
		10		Shared Dispositive Power 4,396,392
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,396,392
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11) 9.9%
14	Type of Reporting Person (See Instructions) IA, PN

SCHEDULE 13D

CUSIP No.			46145F105
1	Name of Reporting Person. I.R.S. IDENTIFICATION David E. Shaw
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7		Sole Voting Power -0-
		8		Shared Voting Power 4,396,392
		9		Sole Dispositive Power -0-
		10		Shared Dispositive Power 4,396,392
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,396,392
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11) 9.9%
14	Type of Reporting Person (See Instructions) IN

AMENDMENT NO. 2 TO SCHEDULE 13D

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 12, 2007, as amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”), dated as of September 12, 2007 (as amended, the “Schedule 13D”). Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby supplemented as follows:

In acquiring 965,817 additional Common Shares since September 11, 2007, owned by Laminar, Laminar expended approximately $39,114,676 (excluding commissions) of its working capital.

Item 5.

Interest in Securities of the Issuer.

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby replaced as follows:

(a), (b) Based upon the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2007, there were 44,408,018 Common Shares issued and outstanding as of August 1, 2007. On September 12, 2007, Laminar reported in Amendment No. 1 beneficial ownership of 3,430,418 Common Shares, which represented approximately 7.7% of the outstanding Common Shares. The 4,396,235 Common Shares beneficially owned by Laminar at the time of this filing’s submission (the “Laminar Shares”) represent approximately 9.9% of the Common Shares issued and outstanding. The 157 Common Shares beneficially owned by Synoptic (the “Synoptic Shares”) represent approximately 0.000004% of the Common Shares issued and outstanding. Laminar has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Laminar Shares. Synoptic has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Synoptic Shares.

DESCO LP, as Laminar and Synoptic’s investment adviser, and DESCO LLC, as Laminar and Synoptic’s managing member, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Laminar Shares and the Synoptic Shares. As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Laminar Shares and the Synoptic Shares. As general partner of DESCO LP, DESCO, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Laminar Shares and the Synoptic Shares. None of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc., owns any Common Shares directly, and each such entity disclaims beneficial ownership of the Laminar Shares and the Synoptic Shares.

David E. Shaw does not own any Common Shares directly. By virtue of David E. Shaw’s position as president and sole shareholder of DESCO, Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw’s position as president and sole shareholder of DESCO II, Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Laminar Shares and the Synoptic Shares and, therefore, David E. Shaw may be deemed to be the indirect beneficial owner of the Laminar Shares and the Synoptic Shares. David E. Shaw disclaims beneficial ownership of the Laminar Shares and the Synoptic Shares.

As of the date hereof, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any of the persons set forth in Item 2 owns any Common Shares other than the Laminar Shares and the Synoptic Shares.

Paragraph (c) of Item 5 of the Schedule 13D is hereby supplemented as follows:

The trading dates, number of Common Shares purchased or sold and the price per share for all transactions by the Reporting Persons in the Common Shares since the filing of Amendment No. 1, which were all brokered transactions, are set forth below:

Name	Date	Number of Shares Purchased / (Sold)	Price
Laminar	9/12/2007	100	$40.66
Laminar	9/12/2007	700	$40.71
Laminar	9/12/2007	300	$40.72
Laminar	9/12/2007	600	$40.75
Laminar	9/12/2007	600	$40.76
Laminar	9/12/2007	1,300	$40.77
Laminar	9/12/2007	200	$40.78
Laminar	9/12/2007	600	$40.79
Laminar	9/12/2007	600	$40.88
Laminar	9/12/2007	1,800	$40.89
Laminar	9/12/2007	17,073	$40.90
Laminar	9/12/2007	400	$40.91
Laminar	9/12/2007	1,600	$40.92
Laminar	9/12/2007	400	$40.93
Laminar	9/12/2007	2,000	$40.94
Laminar	9/12/2007	10,200	$40.95
Laminar	9/12/2007	1,600	$40.98
Laminar	9/12/2007	10,327	$40.99
Laminar	9/17/2007	807	$40.96

Laminar	9/17/2007	2,038	$40.97
Laminar	9/17/2007	2,623	$40.98
Laminar	9/17/2007	294,532	$40.99
Laminar	9/18/2007	800	$40.37
Laminar	9/18/2007	1,400	$40.38
Laminar	9/18/2007	2,200	$40.40
Laminar	9/18/2007	3,725	$40.42
Laminar	9/18/2007	23,135	$40.44
Laminar	9/18/2007	100	$40.45
Laminar	9/18/2007	5,000	$40.46
Laminar	9/18/2007	3,600	$40.47
Laminar	9/18/2007	400	$40.48
Laminar	9/18/2007	15,595	$40.50
Laminar	9/18/2007	920	$40.52
Laminar	9/18/2007	9,180	$40.53
Laminar	9/18/2007	900	$40.54
Laminar	9/18/2007	15,000	$40.55
Laminar	9/21/2007	609	$40.27
Laminar	9/21/2007	3,600	$40.28
Laminar	9/21/2007	200	$40.29
Laminar	9/21/2007	900	$40.30
Laminar	9/21/2007	3,627	$40.31
Laminar	9/21/2007	1,000	$40.32
Laminar	9/21/2007	3,904	$40.33
Laminar	9/21/2007	300	$40.34
Laminar	9/21/2007	2,375	$40.35
Laminar	9/21/2007	194	$40.37
Laminar	9/21/2007	100	$40.38
Laminar	9/21/2007	2,200	$40.39
Laminar	9/21/2007	4,100	$40.40
Laminar	9/21/2007	1,600	$40.42

Laminar	9/21/2007	1,091	$40.43
Laminar	9/21/2007	400	$40.44
Laminar	9/21/2007	5,000	$40.45
Laminar	9/21/2007	500	$40.47
Laminar	9/21/2007	100	$40.48
Laminar	9/21/2007	5,763	$40.50
Laminar	9/21/2007	5,037	$40.51
Laminar	9/21/2007	4,600	$40.52
Laminar	9/21/2007	2,000	$40.53
Laminar	9/21/2007	2,500	$40.54
Laminar	9/21/2007	1,400	$40.55
Laminar	9/21/2007	3,600	$40.56
Laminar	9/21/2007	3,700	$40.57
Laminar	9/21/2007	200	$40.58
Laminar	9/21/2007	200	$40.59
Laminar	9/21/2007	200	$40.60
Laminar	9/24/2007	100	$39.82
Laminar	9/24/2007	145	$39.83
Laminar	9/24/2007	100	$39.85
Laminar	9/24/2007	8,198	$39.86
Laminar	9/24/2007	3,004	$39.88
Laminar	9/24/2007	295	$39.89
Laminar	9/24/2007	29,071	$39.90
Laminar	9/24/2007	3,152	$39.92
Laminar	9/24/2007	700	$39.93
Laminar	9/24/2007	4,255	$39.94
Laminar	9/24/2007	97,081	$39.95
Laminar	9/24/2007	1,451	$39.96
Laminar	9/24/2007	400	$39.97
Laminar	9/24/2007	700	$39.98
Laminar	9/24/2007	1,129	$39.99

Laminar	9/24/2007	186,400	$40.00
Laminar	9/24/2007	4,219	$40.02
Laminar	9/24/2007	1,700	$40.03
Laminar	9/24/2007	4,400	$40.04
Laminar	9/24/2007	900	$40.05
Laminar	9/24/2007	1,210	$40.07
Laminar	9/24/2007	3,407	$40.08
Laminar	9/24/2007	100	$40.11
Laminar	9/24/2007	1,310	$40.12
Laminar	9/24/2007	4,363	$40.13
Laminar	9/24/2007	2,800	$40.14
Laminar	9/24/2007	4,566	$40.16
Laminar	9/24/2007	800	$40.17
Laminar	9/24/2007	1,200	$40.18
Laminar	9/24/2007	300	$40.19
Laminar	9/24/2007	500	$40.20
Laminar	9/24/2007	3,500	$40.21
Laminar	9/24/2007	200	$40.22
Laminar	9/24/2007	600	$40.23
Laminar	9/24/2007	5,200	$40.24
Laminar	9/24/2007	4,609	$40.25
Laminar	9/24/2007	1,200	$40.26
Laminar	9/24/2007	700	$40.27
Laminar	9/24/2007	4,400	$40.28
Laminar	9/24/2007	800	$40.29
Laminar	9/24/2007	6,835	$40.30
Laminar	9/24/2007	200	$40.37
Laminar	9/24/2007	200	$40.38
Laminar	9/24/2007	1,700	$40.39
Laminar	9/24/2007	1,900	$40.40
Laminar	9/26/2007	13,800	$40.95

Laminar	9/26/2007	34,354	$40.96
Laminar	9/26/2007	5,100	$40.97
Laminar	9/26/2007	541	$40.98
Laminar	9/26/2007	18,667	$40.99

Item 7.	Material to be Filed as Exhibits

Exhibit 1	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated February 24, 2004.

Exhibit 2	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated February 24, 2004.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.

Dated: September 26, 2007

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.

By:	D. E. SHAW & CO., L.L.C., as Managing Member

	By:	/s/Eric Wepsic
		Name: Eric Wepsic
		Title: Managing Director

D. E. SHAW SYNOPTIC PORTFOLIOS 2, L.L.C.

By:	D. E. SHAW & CO., L.L.C., as Managing Member

	By:	/s/Eric Wepsic
		Name: Eric Wepsic
		Title: Managing Director

	D. E. SHAW & CO., L.L.C.

	By:	/s/Eric Wepsic
		Name: Eric Wepsic
		Title: Managing Director

	D. E. SHAW & Co., L.P.

	By:	/s/Eric Wepsic
		Name: Eric Wepsic
		Title: Managing Director

	DAVID E. SHAW

	By:	/s/Eric Wepsic
		Name: Eric Wepsic
		Title: Attorney-in-Fact for David E. Shaw

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

Exhibit 1

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dinning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: February 24, 2004

DAVID E. SHAW, as President of

D. E. Shaw & Co., Inc.

/s/ David E. Shaw

New York, New York

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

Exhibit 2

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dinning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for itself or as the managing member of other companies) all documents, certificates, instruments, statement, other filings and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution and delivery, furnishing or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: February 24, 2004

DAVID E. SHAW, as President of

D. E. Shaw & Co. II, Inc.

/s/ David E. Shaw

New York, New York

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