FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Phaneuf Etienne 		2. Issuer Name and Ticker or Trading Symbol

INVESTMENT TECHNOLOGY GROUP, INC. [ ITG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Man. Director, CEO of Canada
(Last)          (First)          (Middle)

ONE LIBERTY PLAZA, 165 BROADWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/5/2019
(Street)

NEW YORK, NY 10006
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/5/2019     A    16958   (1) A $0   93404.69   D    
Common Stock   2/5/2019     F    4539   (2) D $30.28   88865.69   D    
Common Stock   2/5/2019     A    6047   (3) A $0   94912.69   D    
Common Stock   2/5/2019     F    3237   (4) D $30.28   91675.69   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Represents earned performance-based stock units granted on January 24, 2017. The award vests in two equal installments, with the first installment having vested on February 5, 2019 and the second installment becoming a time-based restricted stock unit award that will vest on February 5, 2020 if the Reporting Person has remained continuously employed by the Issuer and is in good standing through and on the vesting date.
(2)  Shares withheld for payment of taxes upon vesting of first installment of performance-based stock units granted on January 24, 2017.
(3)  Represents vesting of one-third of performance-based stock units granted on January 24, 2018.
(4)  Shares withheld for payment of taxes upon vesting of performance-based stock units granted on January 24, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Phaneuf Etienne
ONE LIBERTY PLAZA
165 BROADWAY
NEW YORK, NY 10006

Man. Director, CEO of Canada

Signatures
Angelique DeSanto, by power of attorney filed with Form 3 dated July 27, 2015 2/7/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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