Sec Form 4 Filing - Steinberg Jonathan L @ WisdomTree, Inc. - 2023-01-30

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, Inc. [ WT] 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, INC., 250 WEST 34TH STREET, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2023 (Street) NEW YORK, NY10119 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 01/30/2023 M 44,715( 1 )( 2 ) A $ 0 8,587,258( 3 ) D Common Stock 01/30/2023 F 22,828( 4 ) D $ 0 8,564,430( 3 ) 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 ( 5 ) 01/30/2023 M 44,715( 1 )( 2 )( 5 ) ( 5 ) ( 5 ) Common Stock 44,715( 1 )( 2 )( 5 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Steinberg Jonathan L C/O WISDOMTREE, INC. 250 WEST 34TH STREET, 3RD FLOOR NEW YORK, NY10119 X Chief Executive Officer Signatures /s/ Marci Frankenthaler, Attorney-in-Fact 02/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance-based restricted stock unit ("PRSU") represented the right to receive, on the vesting date, one share of common stock for each such unit that vested. ( 2 )Includes the reinvestment of dividend equivalents into 3,155 PRSUs between the grant date and vesting date. Each PRSU represented the right to receive, on the vesting date, one share of common stock for each such unit that vested. ( 3 )Includes restricted stock awards vesting as to (i) 220,409 shares on January 25, 2024, (ii) 179,285 shares on January 25, 2025 and (iii) 106,714 shares on January 25, 2026. ( 4 )Shares withheld by the Issuer upon vesting of PRSUs to cover withholding taxes. ( 5 )These PRSUs were granted by the Issuer on January 25, 2020 and vested on January 25, 2023. The ultimate number of shares that could have vested was between 0 and 200% of the previously reported target number of PRSUs based on the total shareholder return ("TSR") of the Issuer's common stock relative to the respective TSRs of the stocks of a peer group of companies, each measured over a 3-year period from the grant date ("Relative TSR"). Based on a report issued by an independent valuation specialist and certified by the Issuer's compensation committee on January 30, 2023, the Relative TSR measured in the 38th percentile, resulting in the vesting of 76.92% of the target number of PRSUs.

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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