When ITG insiders can sell

…ers of a substantial majority of all of our capital stock and securities convertible into our capital stock (each such person, a "lock-up party") have entered into lock-up agreements with the representatives prior to the commencement of this offering pursuant to which each of these persons or entities, for a period of 180 days after the date of this prospectus (the "Restricted Period"), may not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or, in the case of the Company, file with the SEC a registration statement under the Securities Act relating to, any Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common 172 Table of Contents stock or enter into an……

Shares of Class A Common Stock to be Outstanding Immediately After This Offering 45,517,704 shares (or 48,444,533 shares if the underwriters exercise in full their option to purchase additional shares to cover over-allotments), representing approximately 37.55% of the combined voting power of all of ITG, Inc.'s common stock, 100.0 % of the economic interest in ITG, Inc. and 37.55% of the indirect economic interest in ITG Parent (or approximately 39.02% of the indirect economic interest in ITG Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock to cover over-allotments).

…rsuant to the Company's benefit plans described in this prospectus, as such plans may be amended; or (7) facilitating the establishment of a trading plan on behalf of a stockholder, officer, or director pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A common stock, provided that (i) such plan does not provide for the transfer of Class A common stock during the Restricted Period (except as otherwise permitted under the lock-up agreement) and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such…

…transfers, dispositions or distributions of shares of Class A common stock or any security convertible into or exercisable or exchangeable for Class A common stock as: (i) a bona fide gift, including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes, (ii) by will, testamentary document or intestacy, (iii) to any corporation, partnership, limited liability company or other entity that controls, is controlled by or managed by, or is under common control with, the lock-up party, or the immediate family of the lock-up part…

…to which we are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described under "Executive Compensation" and "Management—New Director Compensation Program." History of ITG, Inc. and Partnership with Oaktree We are a preferred provider of mission critical services to the digital and other utility infrastructure industries throughout the United States.

See "Dividend Policy." Listing We have been approved to list our Class A common stock on Nasdaq under the symbol "ITG." Directed Share Program At our request, Morgan Stanley & Co. LLC (the "DSP Underwriter") has reserved up to 5% of the shares of Class A common stock to be issued by us and offered by this prospectus for sale, excluding the additional shares that the underwriters have an option to purchase from us to cover over-allotments, at the initial public offering price, to certain friends and family of our Continuing Equity Owners, officers, directors, employees and certain related persons.

In addition, you may also experience additional dilution upon future equity issuances, the exercise of stock options to purchase Class A common stock granted to our employees and directors under our stock option and equity incentive plans or the exercise of warrants to purchase common stock. See "Dilution." As an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, we may utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements will make our Class A common stock less attractive to investors.