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
   
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.
   
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