Sec Form 4 Filing - Steinberg Jonathan L @ WisdomTree Investments, Inc. - 2020-01-25

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Steinberg Jonathan L
2. Issuer Name and Ticker or Trading Symbol
WisdomTree Investments, Inc. [ WETF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O WISDOMTREE INVESTMENTS, INC., 245 PARK AVENUE, 35TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2020
(Street)
NEW YORK, NY10167
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 01/25/2020 A 216,126 ( 1 ) A $ 0 8,220,598 ( 2 ) D
Common Stock 01/25/2020 F 73,206 ( 3 ) D $ 0 8,147,392 ( 2 ) D
Common Stock 798 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Performance Based Restricted Stock Units $ 0 01/25/2020 A 54,031 01/25/2023 ( 4 )( 5 ) Common Stock 54,031 $ 0 54,031 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Steinberg Jonathan L
C/O WISDOMTREE INVESTMENTS, INC.
245 PARK AVENUE, 35TH FLOOR
NEW YORK, NY10167
X Chief Executive Officer
Signatures
/s/ Marci Frankenthaler, Attorney-in-Fact 01/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock awarded by Issuer on January 25, 2020 and vesting as to (i) 72,041 shares on each of January 25, 2021 and 2022 and (ii) 72,044 shares on January 25, 2023.
( 2 )Includes restricted stock awards which vest as to (i) 259,793 shares on January 25, 2021, (ii) 221,575 shares on January 25, 2022 and (iii) 72,044 shares on January 25, 2023.
( 3 )Surrender of common stock to Issuer upon vesting of restricted stock award to cover withholding taxes.
( 4 )On the third anniversary of the grant date, the Performance-Based Restricted Stock Units ("PRSUs") will vest and the number of shares of the Issuer's common stock ("Common Stock") to be issued pursuant to the PRSUs will be determined based on the total shareholder return ("TSR") of the Common Stock relative to the respective TSRs of the stocks of a peer group of companies, each measured over a three-year period from the date of grant of the PRSUs. The number of shares of Common Stock to be issued upon vesting of the PRSUs will range between 0% to 200% of the number of shares indicated above (the target share amount).
( 5 )(Continuation of Footnote 4) - If the Reporting Person's employment is terminated under certain circumstances or a change of control occurs prior to the third anniversary of the grant date, all or a portion of the PRSUs will vest and the number of shares of Common Stock to be issued pursuant to the PRSUs will be determined at such time, based on the respective TSRs of the Common Stock and the stocks of the peer group, each measured from the grant date to the accelerated vesting date. PRSUs have no voting rights and are generally non-transferable.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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