Sec Form 4 Filing - Muni Amit @ WisdomTree Investments, Inc. - 2020-01-25

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 Muni Amit 2. Issuer Name and Ticker or Trading Symbol WisdomTree Investments, Inc. [ WETF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial 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 35,602 ( 1 ) A $ 0 714,539 ( 2 ) D Common Stock 01/25/2020 F 17,052 ( 3 ) D $ 0 697,487 ( 2 ) D Common Stock 01/28/2020 S 28,500 ( 4 ) D $ 3.8712 ( 5 ) 668,987 ( 2 ) D

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 8,900 01/25/2023 ( 6 )( 7 ) Common Stock 8,900 $ 0 8,900 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Muni Amit C/O WISDOMTREE INVESTMENTS, INC. 245 PARK AVENUE, 35TH FLOOR NEW YORK, NY10167 Chief Financial 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) 11,867 shares on each of January 25, 2021 and 2022 and (ii) 11,868 shares on January 25, 2023. ( 2 )Includes restricted stock awards which vest as to (i) 53,572 shares on January 25, 2021, (ii) 41,151 shares on January 25, 2022 and (iii) 11,868 shares on January 25, 2023. ( 3 )Surrender of common stock to Issuer upon vesting of restricted stock award to cover withholding taxes. ( 4 )The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the Reporting Person on December 13, 2019. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. All sales by the Reporting Person are subject to the Issuer's equity ownership requirements. ( 5 )The price included in Column 4 is an average weighted price. These shares were sold in multiple transactions at prices ranging from $3.83 to $3.905, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 5 of this Form 4. ( 6 )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). ( 7 )(Continuation of Footnote 6) - 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.

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).

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