SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
ETFS Capital Limited.

(Last) (First) (Middle)
ORDNANCE HOUSE
31 PIER ROAD

(Street)
ST. HELIER, CHANNEL ISLANDS Y9 JE4 8PW

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2020
3. Issuer Name and Ticker or Trading Symbol
WisdomTree Investments, Inc. [ WETF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 15,250,000 D(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ETFS Capital Limited.

(Last) (First) (Middle)
ORDNANCE HOUSE
31 PIER ROAD

(Street)
ST. HELIER, CHANNEL ISLANDS Y9 JE4 8PW

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tuckwell Graham

(Last) (First) (Middle)
C/O ETFS CAPITAL LIMITED
ORDNANCE HOUSE, 31 PIER ROAD

(Street)
ST. HELIER, CHANNEL ISLANDS Y9 JE4 8PW

(City) (State) (Zip)
Explanation of Responses:
1. The shares of Common Stock are directly beneficially owned by ETFS Capital Limited ("ETFS"). Graham Tuckwell is the controlling shareholder of ETFS. As the controlling shareholder of ETFS, Mr. Tuckwell may be deemed an indirect beneficial owner of the shares of Common Stock directly owned by ETFS. Mr. Tuckwell and ETFS are each a "Reporting Person," and collectively are the "Reporting Persons." This report is being filed jointly by the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Common Stock of the Issuer reported herein except to the extent of such Reporting Person's pecuniary interest therein.
2. In addition to the shares of Common Stock reported herein, ETFS directly owns, and Mr. Tuckwell indirectly beneficially owns, 14,750 shares of the issuer's Series A Non-Voting Convertible Preferred Stock, which are convertible immediately into 14,750,000 shares of Common Stock at the holder's option. The Certificate of Designations for the Series A Non-Voting Convertible Preferred Stock (the "Preferred Stock") restricts the Reporting Persons from converting such stock into Common Stock if the Reporting Persons would beneficially own more than 9.99% of the Issuer's outstanding Common Stock after giving effect to such conversion, and renders any conversions over the cap void ab initio (the "Conversion Cap").
3. As a result of the Conversion Cap, each Reporting Person disclaims beneficial ownership of the Preferred Stock, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the Preferred Stock or the underlying Common Stock into which it is convertible for any purpose.
Remarks:
Exhibit 24.1-Power of Attorney
/s/ Mark Weeks, as authorized signatory for ETFS Capital Limited 08/19/2020
/s/ Graham Tuckwell 08/19/2020
** Signature of Reporting Person Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Exhibit 24.1


Authorization and Designation to Sign and File Section 16(a) Reporting Forms

Each of the undersigned does hereby authorize and designate Graham Tuckwell and Mark Weeks, as the undersigned’s true and lawful attorney(s)-in-fact (i) to sign and file on the undersigned’s behalf any and all Forms 3, 4 and 5 relating to equity securities of WisdomTree Investments, Inc. (the “Corporation”) pursuant to the requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (“Section 16(a)”), and (ii) to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney(s) in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney(s)-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney(s)-in-fact may approve in such attorney-in-fact’s discretion. This Power of Attorney, unless earlier revoked by the undersigned in writing, shall be valid until the undersigned’s reporting obligations under Section 16(a) with respect to equity securities of the Corporation shall cease. Each of the undersigned acknowledges that the foregoing attorney(s)-in-fact, in serving in such capacity at the request of the undersigned, are not assuming the undersigned’s or the Corporation’s responsibilities to comply with Section 16(a).

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the 19th day of August,2020.

ETFS Capital Limited

By: /s/ Mark Weeks 
 Name: Marks Weeks
 Title: Director



GRAHAM TUCKWELL

/s/ Graham Tuckwell 
     Signature