WisdomTree Investments, Inc.
WisdomTree Investments, Inc. (Form: SC 13G, Received: 04/19/2018 06:05:44)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
WisdomTree Investments, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
97717P104
(CUSIP Number)
April 11, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Instructions).


CUSIP No.: 97717P104
 

 
1
NAMES OF REPORTING PERSONS
 
ETF Securities Limited
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Jersey
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
15,250,000 (See Item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
15,250,000 (See Item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
15,250,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
9.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 


CUSIP No.: 97717P104
 

 
1
NAMES OF REPORTING PERSONS
 
Graham Tuckwell
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Australia
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
15,250,000 (See Item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
15,250,000 (See Item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
15,250,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
9.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 


CUSIP No.: 97717P104
 
 
Item 1(a).
Name of Issuer:
 
WisdomTree Investments, Inc. (the "Issuer")

 
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
245 Park Avenue, 35 th Floor, New York, NY 10167

 

Item 2(a).
Name of Person Filing:
 
ETF Securities Limited
Graham Tuckwell (collectively, the "reporting persons")

 

Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
Ordnance House, 31 Pier Road, St. Helier, Jersey JE4 8PW

 

Item 2(c).
Citizenship:
 
ETF Securities Limited – Jersey
Graham Tuckwell – Australia

 

Item 2(d).
Title of Class of Securities:
 
Common stock, $0.01 par value ("Common Stock")

 
 
Item 2(e).
CUSIP Number:
 
97717P104

 


Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

(a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f) Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g) Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h) Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k) Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .
 
Item 4. Ownership.

(a)
Amount beneficially owned:
 
15,250,000

(b)
Percent of class:
 
9.9%

(c) Number of shares as to which the person has:

(i)
Sole power to vote or to direct the vote:
 
0

(ii)
Shared power to vote or to direct the vote:
 
15,250,000

  (iii)
Sole power to dispose or to direct the disposition of:
 
0

  (iv)
Shared power to dispose or to direct the disposition of:
 
15,250,000
 
 
This report is being filed by ETF Securities Limited, which directly owns 15,250,000 shares of Common Stock reported herein, and Graham Tuckwell, who is the controlling shareholder of ETF Securities Limited. As such, Mr. Tuckwell may be deemed an indirect beneficial owner of the shares of Common Stock directly owned by ETF Securities Limited and to share voting and dispositive power over such shares.   

In addition to the shares of Common Stock reported herein, ETF Securities Limited 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 restricts the reporting persons from converting such stock into Common Stock if the conversion would result in the reporting persons owning more than 9.99% of the Issuer's outstanding Common Stock, and renders any conversions over the cap void ab initio.  In addition, ETF Securities Limited and the Issuer have entered into an investor rights agreement pursuant to which ETF Securities Limited grants to the Issuer's board of directors an irrevocable proxy (terminating upon 15 months after April 11, 2018) to vote any shares of Common Stock directly beneficially owned by ETF Securities Limited, to the extent that ETF Securities fails to vote all of its Common Stock or fails to vote its Common Stock as per the recommendation of the Issuer's board of directors.

Each of the reporting persons disclaims beneficial ownership in all shares of the Common Stock reported herein, except to the extent of such reporting person's respective pecuniary interest therein.  All share percentage calculations in this Schedule 13G are based on 152,981,285 shares of Common Stock outstanding as of April 11, 2018, including (i) 137,731,285 shares of Common Stock outstanding as of February 16, 2018, as reported on the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 1, 2018, and (ii) 15,250,000 shares of Common Stock issued to the reporting persons.

 

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
 
Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


ETF Securities Limited
By: /s/ Graham Tuckwell          
Name: Graham Tuckwell
Title: Chairman
Date: April 18, 2018

Graham Tuckwell
/s/ Graham Tuckwell                
Date: April 18, 2018
 
 
 
 

 
EXHIBIT INDEX
Exhibit
Description of Exhibit
99.1
99.2
Power of Attorney.
Joint Filing Agreement.
 
 
 

Exhibit 99.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of Graham Tuckwell, and Joseph Roxburgh signing singly and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
(1)     execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of ETF Securities Limited (the "Company"), Schedule 13G (and any amendments thereto) in accordance with Section 13(g) of the Securities Exchange Act of 1934 ("Section 13(g)") and the rules thereunder;
(2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any Schedule 13G, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the "SEC");
(3)     prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 13(g) or any rule or regulation of the SEC; and
(4)     take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-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-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-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13(g).
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13G with respect to the undersigned's holdings of and transactions in securities issued by WisdomTree Investments, Inc., unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
(Signature page follows)


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of April, 2018.
ETF Securities Limited
/s/ Graham Tuckwell                    
Name: Graham Tuckwell
Title: Chairman

Graham Tuckwell
/s/ Graham Tuckwell                    


Exhibit 99.2
Joint Filing Agreement
The undersigned hereby agree that this Schedule 13G (the "Schedule 13G") with respect to the common stock of WisdomTree Investments, Inc. is, and any additional amendments thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. It is understood and agreed that the joint filing of the Schedule 13G shall not be construed as an admission that the persons named herein constitute a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934.

Date: April 18th, 2018
ETF Securities Limited
By:  /s/Graham Tuckwell              
Name: Graham Tuckwell
Title:  Chairman

Graham Tuckwell
/s/ Graham Tuckwell