SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lilien R Jarrett

(Last)

(First)

(Middle)

C/O WISDOMTREE, INC.

250 WEST 34TH STREET, 3RD FLOOR

(Street)

NEW YORK

10119

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WisdomTree, Inc. [ WT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and COO

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2023		M		10,830⁽¹⁾⁽²⁾	A	$0.0000	772,399⁽³⁾	D
Common Stock	01/30/2023		F		4,366⁽⁴⁾	D	$0.0000	768,033⁽³⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Based Restricted Stock Units	⁽⁵⁾	01/30/2023		M			10,830⁽¹⁾⁽²⁾⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	10,830⁽¹⁾⁽²⁾⁽⁵⁾	$0.0000	0.0000	D

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 762 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) 117,307 shares on January 25, 2024, (ii) 94,680 shares on January 25, 2025 and (iii) 65,165 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.

	/s/ Marci Frankenthaler, Attorney-in-Fact	02/01/2023
	** 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 4 (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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