UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

WisdomTree, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

97717P104

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 15, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              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 disclosures provided in a prior cover page.

The information required on 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 the Notes).

(1) Excludes Shares (as defined below) issuable upon conversion of 14,750 shares of Series A Preferred Stock (as defined in Item 3 of the Schedule 13D).

(1) Excludes Shares issuable upon conversion of 14,750 Series A Preferred Stock.

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 1 is hereby amended and restated as follows:

This statement relates to the common stock, $0.01 par value per share (the “Shares”), of WisdomTree, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 250 West 34^th Street, 3^rd Floor, New York, NY 10119.

Item 2 is hereby amended to add the following:

On December 15, 2022, the Reporting Persons terminated that certain Joint Filing and Solicitation Agreement, dated March 18, 2022 (the “Joint Filing and Solicitation Agreement”). Accordingly, ETFS and Mr. Tuckwell are no longer members of a group with Lion Point Capital, Lion Point Holdings and Mr. Cederholm (together with Lion Point Capital and Lion Point Holdings, “Lion Point”) for purposes of Section 13(d) and the members of Lion Point shall cease to be Reporting Persons immediately after the filing of this Amendment No. 5 to the Schedule 13D. ETFS and Mr. Tuckwell will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of ETFS and Mr. Tuckwell is party to the Joint Filing Agreement, as further described in Item 6.

Item 6 is hereby amended to add the following:

On December 15, 2022, the Reporting Persons terminated the Joint Filing and Solicitation Agreement.

On December 16, 2022, ETFS and Mr. Tuckwell agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 16, 2022