UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

Rachael Clarke

Philadelphia Financial Management of San Francisco, LLC

450 Sansome Street, Suite 1500

San Francisco, California 94111

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 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 the disclosures provided in a prior cover page.

 

The information required in 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 (“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).

 

1	NAMES OF REPORTING PERSONS
	PHILDELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [   ] (b) [   ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,631,624
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,631,624
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,631,624
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.91%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

 

Item 1.

Security and Issuer

 

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2015, as amended by Amendment No. 1, filed with the SEC on March 8, 2016 (collectively, the “Schedule 13D”) with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Investment Technology Group, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 165 Broadway, New York, New York 10006.  Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 5, and 7 as set forth below.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following:

The purchases of shares of Common Stock reported herein were made using funds from the working capital of the Reporting Persons.  A total of $1,209,954.05 was paid to acquire the 60,000 shares of Common Stock acquired since the filing of Amendment No. 1, gross of dispositions, including:  (i) 18,918 shares of Common Stock acquired by Boathouse Row I, L.P. for an aggregate purchase price of $381,498.61; (ii) 6,606 shares of Common Stock acquired by Boathouse Row II, L.P. for an aggregate purchase price of $133,215.87; and (iii) 34,476 shares of Common Stock acquired by Boathouse Row Offshore, Ltd. for an aggregate purchase price of $695,239.57.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by adding the following:

Based on information in the Issuer’s Definitive Proxy Statement on Schedule 14A filed April 25, 2016, there were 33,205,772 shares of the Common Stock outstanding as of April 13, 2016.

 

(a)           As of April 27, 2016, each of Philadelphia Financial and Jordan Hymowitz may be deemed to be the beneficial owner of 1,631,624 shares of Common Stock, which represents approximately 4.91% of the outstanding shares of Common Stock.  This amount includes:  (i) 526,125 shares of Common Stock beneficially owned by Boathouse Row I, L.P., which represents approximately 1.58% of the outstanding shares of Common Stock; (ii) 163,699 shares of Common Stock beneficially owned by Boathouse Row II, L.P., which represents approximately 0.49% of the outstanding shares of Common Stock; (iii) 620,863 shares of Common Stock beneficially owned by Boathouse Row Offshore Ltd., which represents approximately 1.87% of the outstanding shares of Common Stock; and (iv) 320,937 shares of Common Stock beneficially owned by OC 532 Offshore Fund, Ltd., which represents approximately 0.97% of the outstanding shares of Common Stock.

 

 

(d)           Not applicable.

 

(e)           As of April 27, 2016, the Reporting Persons have ceased to be the beneficial owners of more than 5% of the outstanding shares of Common Stock.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 5:

Joint Filing Agreement

Exhibit 6:

Schedule of Transactions

 

 

SIGNATURE

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

 

Dated:  April 28, 2016

 

	PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC
	By:	/s/ Rachael Clarke
		Name: Rachael Clarke
		Title:   Chief Compliance Officer

EXHIBIT 5

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Investment Technology Group, Inc., dated as of April 28, 2016 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 

Dated:  April 28, 2016

EXHIBIT 6

SCHEDULE OF TRANSACTIONS

 

Transaction Date	Entity Transacting	Transaction Type		Quantity				Price				Price Range (if Price is Weighted Average)			How Transaction Effected
03/09/2016	Boathouse Row I, LP	SELL			(10,845	)		$	21.02	*		$	21.00-21.11		Open Market
03/09/2016	Boathouse Row II, LP	SELL			(3,033	)		$	21.02	*		$	21.00-21.11		Open Market
03/09/2016	Boathouse Row Offshore Ltd.	SELL			(13,440	)		$	21.02	*		$	21.00-21.11		Open Market
03/09/2016	OC 532 Offshore Ltd.	SELL			(7,112	)		$	21.02	*		$	21.00-21.11		Open Market
03/10/2016	Boathouse Row I, LP	SELL			(25,196	)		$	21.00	*		$	21.00-21.045		Open Market
03/10/2016	Boathouse Row II, LP	SELL			(7,046	)		$	21.00	*		$	21.00-21.045		Open Market
03/10/2016	Boathouse Row Offshore Ltd.	SELL			(31,236	)		$	21.00	*		$	21.00-21.045		Open Market
03/10/2016	OC 532 Offshore Ltd.	SELL			(16,522	)		$	21.00	*		$	21.00-21.045		Open Market
03/11/2016	Boathouse Row I, LP	SELL			(22,335	)		$	21.01	*		$	20.95-21.065		Open Market
03/11/2016	Boathouse Row II, LP	SELL			(8,205	)		$	21.01	*		$	20.95-21.065		Open Market
03/11/2016	Boathouse Row Offshore Ltd.	SELL			(26,167	)		$	21.01	*		$	20.95-21.065		Open Market
03/11/2016	OC 532 Offshore Ltd.	SELL			(13,907	)		$	21.01	*		$	20.95-21.065		Open Market
03/12/2016	Boathouse Row I, LP	SELL			(10,387	)		$	21.13	*		$	21.06-21.20		Open Market
03/12/2016	Boathouse Row II, LP	SELL			(2,745	)		$	21.13	*		$	21.06-21.20		Open Market
03/12/2016	Boathouse Row Offshore Ltd.	SELL			(11,098	)		$	21.13	*		$	21.06-21.20		Open Market
03/12/2016	OC 532 Offshore Ltd.	SELL			(5,158	)		$	21.13	*		$	21.06-21.20		Open Market
03/17/2016	Boathouse Row I, LP	SELL			(12,088	)		$	21.16	*		$	21.06-21.20		Open Market
03/17/2016	Boathouse Row II, LP	SELL			(3,193	)		$	21.16	*		$	21.06-21.20		Open Market
03/17/2016	Boathouse Row Offshore Ltd.	SELL			(12,916	)		$	21.16	*		$	21.06-21.20		Open Market
03/17/2016	OC 532 Offshore Ltd.	SELL			(6,001	)		$	21.16	*		$	21.06-21.20		Open Market
03/18/2016	Boathouse Row I, LP	SELL			(30,388	)		$	21.65	*		$	21.50-21.70		Open Market
03/22/2016	Boathouse Row II, LP	SELL			(6,493	)		$	21.65	*		$	21.50-21.70		Open Market
03/22/2016	Boathouse Row Offshore Ltd.	SELL			(24,392	)		$	21.65	*		$	21.50-21.70		Open Market
03/22/2016	OC 532 Offshore Ltd.	SELL			(12,727	)		$	21.65	*		$	21.50-21.70		Open Market
04/07/2016	Boathouse Row I, LP	BUY			15,297			$	20.18	*		$	20.15-20.20		Open Market
04/07/2016	Boathouse Row II, LP	BUY			5,341			$	20.18	*		$	20.15-20.20		Open Market
04/07/2016	Boathouse Row Offshore Ltd.	BUY			27,876			$	20.18	*		$	20.15-20.20		Open Market
04/08/2016	Boathouse Row I, LP	BUY			3,621			$	20.17	*		$	19.84-20.20		Open Market
04/08/2016	Boathouse Row II, LP	BUY			1,265			$	20.17	*		$	19.84-20.20		Open Market
04/08/2016	Boathouse Row Offshore Ltd.	BUY			6,600			$	20.17	*		$	19.84-20.20		Open Market
04/27/2016	Boathouse Row I, LP	SELL			(40,784	)		$	21.25						Open Market
04/27/2016	Boathouse Row II, LP	SELL			(12,707	)		$	21.25						Open Market
04/27/2016	Boathouse Row Offshore Ltd.	SELL			(63,599	)		$	21.25						Open Market
04/27/2016	OC 532 Offshore Ltd.	SELL			(22,910	)		$	21.25						Open Market