|
CUSIP
No. 46145F105
|
|||
|
1
|
Name
of Reporting Person.
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)
[_]
(b)
[_]
|
||
|
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) [_]
|
||
|
6
|
Citizenship
or Place of Organization
Delaware
|
||
|
Number
of
Shares
Beneficially
|
7
|
Sole
Voting Power
-0-
|
|
|
Owned
by
Each
Reporting
|
8
|
Shared
Voting Power
2,727,868
|
|
|
Person
With
|
9
|
Sole
Dispositive Power
-0-
|
|
|
10
|
Shared
Dispositive Power
2,727,868
|
||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
6.2%
|
||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
||
|
CUSIP
No. 46145F105
|
|||
|
1
|
Name
of Reporting Person.
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)
[_]
(b)
[_]
|
||
|
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) [_]
|
||
|
6
|
Citizenship
or Place of Organization
Delaware
|
||
|
Number
of
Shares
Beneficially
|
7
|
Sole
Voting Power
-0-
|
|
|
Owned
by
Each
Reporting
|
8
|
Shared
Voting Power
157
|
|
|
Person
With
|
9
|
Sole
Dispositive Power
-0-
|
|
|
10
|
Shared
Dispositive Power
157
|
||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0%
|
||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
||
|
CUSIP
No. 46145F105
|
|||
|
1
|
Name
of Reporting Person.
D.
E. Shaw & Co., L.L.C.
FEIN
13-3799946
|
||
|
2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
[_]
(b)
[_]
|
||
|
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) [_]
|
||
|
6
|
Citizenship
or Place of Organization
Delaware
|
||
|
Number
of
Shares
Beneficially
|
7
|
Sole
Voting Power
-0-
|
|
|
Owned
by
Each
Reporting
|
8
|
Shared
Voting Power
2,728,025
|
|
|
Person
With
|
9
|
Sole
Dispositive Power
-0-
|
|
|
10
|
Shared
Dispositive Power
2,728,025
|
||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
6.2%
|
||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
||
|
CUSIP
No. 46145F105
|
|||
|
1
|
Name
of Reporting Person.
D.
E. Shaw & Co., L.P.
FEIN
13-3695715
|
||
|
2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
[_]
(b)
[_]
|
||
|
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) [_]
|
||
|
6
|
Citizenship
or Place of Organization
Delaware
|
||
|
Number
of
Shares
Beneficially
|
7
|
Sole
Voting Power
-0-
|
|
|
Owned
by
Each
Reporting
|
8
|
Shared
Voting Power
2,728,025
|
|
|
Person
With
|
9
|
Sole
Dispositive Power
-0-
|
|
|
10
|
Shared
Dispositive Power
2,728,025
|
||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
6.2%
|
||
|
14
|
Type
of Reporting Person (See Instructions)
IA,
PN
|
||
|
CUSIP
No. 46145F105
|
|||
|
1
|
Name
of Reporting Person.
David
E. Shaw
|
||
|
2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
[_]
(b)
[_]
|
||
|
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) [_]
|
||
|
6
|
Citizenship
or Place of Organization
United
States
|
||
|
Number
of
Shares
Beneficially
|
7
|
Sole
Voting Power
-0-
|
|
|
Owned
by
Each
Reporting
|
8
|
Shared
Voting Power
2,728,025
|
|
|
Person
With
|
9
|
Sole
Dispositive Power
-0-
|
|
|
10
|
Shared
Dispositive Power
2,728,025
|
||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
6.2%
|
||
|
14
|
Type
of Reporting Person (See Instructions)
IN
|
||
|
Item
1.
|
Security
and Issuer
|
||
|
This
statement on Schedule 13D relates to the Common Stock, $0.01
par value
(the “Common Shares”) of Investment Technology Group, Inc. (the
“Issuer”). The principal executive offices of the Issuer are
located at 380 Madison Avenue, New York, NY 10017.
|
|||
|
Item
2.
|
Identity
and Background
|
||
|
(a),
(f) This statement is filed on behalf of D. E. Shaw Laminar
Portfolios,
L.L.C., a Delaware limited liability company (“Laminar”), D. E. Shaw
Synoptic Portfolios 2, L.L.C., a Delaware limited liability
company
(“Synoptic”), D. E. Shaw & Co., L.L.C., a Delaware limited liability
company (“DESCO LLC”), D. E. Shaw & Co., L.P., a Delaware limited
partnership (“DESCO LP”), and David E. Shaw, a citizen of the United
States of America (David E. Shaw, together with Laminar,
Synoptic, DESCO
LLC, and DESCO LP, collectively, the “Reporting Persons”). The
Reporting Persons are filing jointly and the agreement among
the Reporting
Persons to file jointly is attached hereto as Exhibit 3 and
incorporated
herein by reference.
|
|||
|
(b)
The business address and principal office, as applicable,
of all Reporting
Persons is 120 West Forty-Fifth Street, 39th Floor, Tower
45, New York, NY
10036.
|
|||
|
(c)
The principal business of Laminar is that of a limited liability
company
focusing primarily on credit opportunity-related investment
strategies. The principal business of Synoptic is that of a
limited liability company focusing primarily on equity-related
investment
strategies. The principal business of DESCO LLC is to act as
managing member to certain funds, including, without limitation,
Laminar
and Synoptic. The principal business of DESCO LP is to act as
an investment adviser to certain funds, including, without
limitation,
Laminar and Synoptic. D. E. Shaw & Co., Inc., a Delaware
corporation (“DESCO Inc.”), is the general partner of DESCO
LP. D. E. Shaw & Co. II, Inc., a Delaware corporation
(“DESCO II, Inc.”), is the managing member of DESCO LLC. David
E. Shaw is the president and sole shareholder of DESCO Inc.
and DESCO II,
Inc.
|
|||
|
(d),
(e) During the last five years, neither any Reporting Person
nor, to the
best knowledge of any Reporting Person, any person named
in Item 2, has
been (i) convicted in a criminal proceeding (excluding traffic
violations
or similar misdemeanors) or (ii) a party to a civil proceeding
of a
judicial or administrative body of competent jurisdiction
and as a result
of such proceeding was or is subject to a judgment, decree,
or final order
enjoining future violations of, or prohibiting or mandating
activities
subject to, federal or state securities laws or finding any
violations
with respect to such laws.
|
|||
|
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
||
|
In
acquiring 2,727,868 Common Shares owned by Laminar, Laminar
expended
approximately $109,016,705.69 (excluding commissions) of
its working
capital. In acquiring 157 Common Shares owned by Synoptic,
Synoptic expended approximately $6,272.11 (excluding commissions)
of its
working capital.
|
|||
|
Item
4.
|
Purpose
of Transaction
|
||
|
Laminar
and Synoptic made the purchases noted in Item 3 above for
investment
purposes. Laminar and Synoptic will review their investments in
the Common Shares from time to time and subject to applicable
law and
regulation and depending upon certain factors, including,
without
limitation, the financial performance of the Issuer, the
availability and
price of the Common Shares or other securities related to
the Issuer, and
other general market and investment conditions, Laminar and
Synoptic may
determine to:
|
|||
|
·
|
acquire
additional Common Shares through open market purchases or
otherwise;
|
||
|
·
|
sell,
trade, engage in short selling of, hedge, or enter into any
similar
transactions with respect to the Common Shares through the
open market or
otherwise; or
|
||
|
·
|
otherwise
engage or participate in a transaction with the purpose or
effect of
changing or influencing the control of the Issuer.
|
||
|
Such
transactions may take place at any time and without prior
notice. There can be no assurance, however, that any Reporting
Person will take any such actions.
|
|||
|
As
part of Laminar and Synoptic’s ongoing review of their investments in the
Common Shares, Laminar and Synoptic will from time to time
hold talks or
discussions with, write letters to and respond to inquiries
from various
parties, including, without limitation, the Issuer’s Board of Directors,
management or representatives, other shareholders and other
persons or
entities, regarding the Issuer’s affairs and strategic
alternatives.
|
|||
|
Without
limiting the generality of the foregoing, the investment
adviser of
Laminar and Synoptic has sent a letter to Mr. Robert Gasser,
President and
Chief Executive Officer of the Issuer, dated June 11, 2007
(the “Issuer
Letter”), expressing certain concerns with respect to the current
share
price of the Common Shares. Laminar and Synoptic believe the
current share price of the Issuer fails to reflect the true
fair value of
the Issuer’s global trading products and platforms. In the
Issuer Letter, Laminar and Synoptic propose that the Board
of Directors of
the Issuer evaluate strategic alternatives for realizing
shareholder
value, including through a sale of some or all of the Issuer’s businesses
to a strategic or financial buyer. If such a process fails to
yield an appropriate price, Laminar and Synoptic also propose
that the
Issuer’s Board of Directors institute an aggressive share buyback
program,
as more fully detailed in the Issuer Letter.
|
|||
|
The
Reporting Persons have attached the Issuer Letter to this
Schedule 13D as
Exhibit 4.
|
|||
|
Based
on the above-referenced Issuer Letter and other discussions
or inquiries
that Laminar and Synoptic may undertake from time to time,
and subject to
applicable law and regulation and depending upon certain
factors,
including, without limitation, the financial performance
of the Issuer,
the availability and price of the Common Shares or other
securities
related to the Issuer, and other general market investment
conditions,
Laminar and Synoptic may determine to pursue various strategic
alternatives in respect of their investments in the
Issuer. Such actions may include, without limitation, direct or
indirect participation in the following:
|
|||
|
·
|
forming
and conducting potential strategic developments and plans
related to the
Issuer;
|
||
|
·
|
seeking
representation on the Board of Directors of the Issuer;
|
||
|
·
|
making
recommendations to the Issuer’s Board of Directors and management of the
Issuer concerning various business strategies, mergers, acquisitions,
dispositions, dividend policy, capital structure, Articles
of
Incorporation or Bylaws or other matters;
|
||
|
·
|
seeking
to acquire control of the Issuer through a merger, proxy
solicitation,
tender offer, exchange offer or otherwise;
|
||
|
·
|
restructuring
and effecting other significant transactions with respect
to the
Issuer;
|
||
|
·
|
participating
in a “going-private” transaction;
|
||
|
·
|
taking
any other actions that could have the purpose of effect of
directly
or
indirectly
changing or influencing control of the Issuer; or
|
||
|
·
|
providing
financing for any of the foregoing.
|
||
|
Such
transactions may take place at any time and without prior
notice. There can be no assurance, however, that the possible
courses of action expressed in the immediately preceding
sentence will be
pursued or, if pursued, will be consummated by Laminar, Synoptic
or any
other Reporting Person.
|
|||
|
Item
5.
|
Interest
in Securities of the Issuer
|
||
|
(a),
(b) Based upon the Issuer’s Form 10-Q, filed with the Securities and
Exchange Commission on May 10, 2007, there were 44,324,802
Common Shares
issued and outstanding as of May 1, 2007. On June 6, 2007,
Laminar beneficially owned 2,518,387 Common Shares, which
represented
approximately 5.7% of the outstanding Common Shares. The
2,727,868 Common Shares beneficially owned by Laminar at
the time of this
filing’s submission (due to additional acquisitions since June 6,
2007)
(the “Laminar Shares”) represent approximately 6.2% of the Common Shares
issued and outstanding. The 157 Common Shares beneficially
owned by Synoptic (the “Synoptic Shares”) represent approximately 0.0004%
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’s and Synoptic’s investment adviser, and DESCO LLC, as
Laminar’s 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.
|
|||
|
(c)
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 within the last 60 days, which were all brokered transactions,
are
set forth below:
|
|||
|
Name
|
Date
|
Number
of Shares Purchased/(Sold)
|
Price
per Share
|
|
Synoptic
|
4/12/2007
|
200
|
$37.53
|
|
Synoptic
|
4/13/2007
|
(13)
|
$37.74
|
|
Synoptic
|
4/13/2007
|
(6)
|
$37.80
|
|
Synoptic
|
4/17/2007
|
10
|
$38.23
|
|
Synoptic
|
4/30/2007
|
(100)
|
$37.71
|
|
Synoptic
|
4/30/2007
|
(100)
|
$37.93
|
|
Synoptic
|
4/30/2007
|
(100)
|
$37.98
|
|
Synoptic
|
4/30/2007
|
(200)
|
$38.06
|
|
Synoptic
|
4/30/2007
|
(200)
|
$38.07
|
|
Synoptic
|
4/30/2007
|
(200)
|
$38.08
|
|
Synoptic
|
5/3/2007
|
21
|
$38.03
|
|
Synoptic
|
5/3/2007
|
100
|
$38.22
|
|
Synoptic
|
5/3/2007
|
100
|
$39.81
|
|
Synoptic
|
5/4/2007
|
500
|
$37.76
|
|
Synoptic
|
5/7/2007
|
(53)
|
$36.85
|
|
Synoptic
|
5/7/2007
|
(162)
|
$36.88
|
|
Synoptic
|
5/7/2007
|
200
|
$36.94
|
|
Synoptic
|
5/7/2007
|
105
|
$37.02
|
|
Synoptic
|
5/8/2007
|
(24)
|
$36.61
|
|
Synoptic
|
5/8/2007
|
(10)
|
$36.69
|
|
Synoptic
|
5/9/2007
|
100
|
$36.30
|
|
Synoptic
|
5/9/2007
|
525
|
$36.31
|
|
Synoptic
|
5/9/2007
|
(100)
|
$36.93
|
|
Synoptic
|
5/9/2007
|
(100)
|
$36.94
|
|
Synoptic
|
5/9/2007
|
(100)
|
$37.00
|
|
Laminar
|
5/9/2007
|
43,100
|
$36.88
|
|
Laminar
|
5/9/2007
|
3,200
|
$36.91
|
|
Laminar
|
5/9/2007
|
5,900
|
$36.98
|
|
Laminar
|
5/9/2007
|
6,399
|
$36.99
|
|
Synoptic
|
5/10/2007
|
(110)
|
$37.13
|
|
Synoptic
|
5/10/2007
|
(50)
|
$37.17
|
|
Synoptic
|
5/10/2007
|
(56)
|
$37.33
|
|
Laminar
|
5/10/2007
|
100,000
|
$37.07
|
|
Laminar
|
5/10/2007
|
1,300
|
$37.16
|
|
Laminar
|
5/10/2007
|
85,600
|
$37.22
|
|
Synoptic
|
5/11/2007
|
(51)
|
$37.11
|
|
Laminar
|
5/11/2007
|
3,500
|
$37.03
|
|
Synoptic
|
5/14/2007
|
(15)
|
$37.62
|
|
Laminar
|
5/15/2007
|
106,000
|
$36.88
|
|
Laminar
|
5/15/2007
|
27,900
|
$37.14
|
|
Laminar
|
5/15/2007
|
29,600
|
$37.38
|
|
Laminar
|
5/17/2007
|
25,500
|
$36.65
|
|
Laminar
|
5/17/2007
|
99,500
|
$37.22
|
|
Synoptic
|
5/21/2007
|
(86)
|
$37.83
|
|
Laminar
|
5/21/2007
|
2,800
|
$37.75
|
|
Laminar
|
5/21/2007
|
15,600
|
$37.82
|
|
Laminar
|
5/22/2007
|
2,200
|
$38.85
|
|
Laminar
|
5/22/2007
|
1,200
|
$38.89
|
|
Laminar
|
5/22/2007
|
3,000
|
$38.93
|
|
Synoptic
|
5/29/2007
|
100
|
$39.23
|
|
Laminar
|
5/29/2007
|
2,200
|
$38.70
|
|
Laminar
|
5/29/2007
|
15,800
|
$38.75
|
|
Laminar
|
5/29/2007
|
54,300
|
$38.94
|
|
Synoptic
|
6/1/2007
|
100
|
$40.36
|
|
Laminar
|
6/4/2007
|
173,800
|
$39.85
|
|
Laminar
|
6/4/2007
|
7,800
|
$39.96
|
|
Laminar
|
6/4/2007
|
6,599
|
$39.98
|
|
Laminar
|
6/4/2007
|
2,300
|
$39.99
|
|
Laminar
|
6/5/2007
|
5,887
|
$39.90
|
|
Laminar
|
6/5/2007
|
94,113
|
$39.95
|
|
Laminar
|
6/5/2007
|
17,236
|
$39.96
|
|
Laminar
|
6/6/2007
|
129,000
|
$39.91
|
|
Laminar
|
6/6/2007
|
243,451
|
$39.93
|
|
Laminar
|
6/6/2007
|
21,245
|
$39.94
|
|
Laminar
|
6/7/2007
|
90,600
|
$39.23
|
|
Laminar
|
6/7/2007
|
50,351
|
$38.96
|
|
Laminar
|
6/7/2007
|
59,049
|
$39.42
|
|
Laminar
|
6/8/2007
|
7,700
|
$38.98
|
|
Laminar
|
6/8/2007
|
1,100
|
$38.95
|
|
Laminar
|
6/8/2007
|
838
|
$38.63
|
|
(d)
No person other than the Reporting Persons has the right to receive
or the
power to direct the receipt of dividends from, or the proceeds
from the
sale of, the Laminar Shares or the Synoptic Shares.
|
|
|
Clause
(e) of Item 5 of Schedule 13D is not applicable.
|
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities
of the Issuer
|
|
Except
for the matters described herein, neither the Reporting Persons
nor, to
the best knowledge of any Reporting Person, any of the persons
listed in
Item 2 has any contract, arrangement, understanding or relationship
with
any person with respect to any securities of the Issuer.
|
|
|
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.
|
|
Exhibit
3
|
Joint
Filing Agreement, by and among the Reporting Persons, dated June
11,
2007.
|
|
Exhibit
4
|
L
Letter
from Laminar and Synoptic’s investment adviser to Mr. Robert Gasser,
President and Chief Executive Officer of the Issuer, dated June
11,
2007.
|
|
|
SIGNATURES
|
|
|
By: D.
E. SHAW & CO., L.L.C., as Managing
Member
|
|
|
By:
/s/ Julius Gaudio_____________
|
|
|
Name:
Julius Gaudio
|
|
|
Title:
Managing Director
|
|
|
By: D.
E. SHAW & CO., L.L.C., as Managing
Member
|
|
|
By:
/s/ Julius Gaudio_____________
|
|
|
Name:
Julius Gaudio
|
|
|
Title:
Managing Director
|
|
|
D.
E. SHAW & Co., L.L.C.
|
|
|
By:/s/
Julius Gaudio_____________
|
|
|
Name:
Julius Gaudio
|
|
|
Title:
Managing Director
|
|
|
By:/s/
Julius Gaudio_____________
|
|
|
Name:
Julius Gaudio
|
|
|
Title:
Managing Director
|
|
|
By:/s/
Julius Gaudio_____________
|
|
|
Name:
Julius Gaudio
|
|
|
Title: Attorney-in-Fact
for David E. Shaw
|