| Item 1. | |
| (a) | Name of issuer:
WisdomTree, Inc. |
| (b) | Address of issuer's principal executive
offices:
250 West 34th Street, 3rd Floor, New York, New York 10119 |
| Item 2. | |
| (a) | Name of person filing:
ETFS Capital Limited ("ETFS")
Graham Tuckwell ("Mr. Tuckwell", and together with ETFS, the "Reporting Persons") |
| (b) | Address or principal business office or, if
none, residence:
ETFS Capital Limited
Ordnance House, 31 Pier Road, St. Helier, Jersey JE2 4XW
Graham Tuckwell
43 Mary Street, Hawthorn, VIC 3122 Australia |
| (c) | Citizenship:
ETFS Capital Limited
Jersey
Graham Tuckwell
Australia |
| (d) | Title of class of securities:
Common Stock, $0.01 par value |
| (e) | CUSIP No.:
97717P104 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (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) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
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 § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the close of business on December 31, 2024:
(i) ETFS directly beneficially owned 12,250,000 Shares.
(ii) As the controlling shareholder of ETFS, Mr. Tuckwell may be deemed the beneficial owner of the 12,250,000 Shares directly beneficially owned by ETFS.
The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
| (b) | Percent of class:
The following percentages are based on 146,103,656 Shares outstanding, which is the total number of Shares outstanding as of November 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
As of the close of business on December 31, 2024:
(i) ETFS may be deemed to beneficially own approximately 8.4% of the outstanding Shares; and
(ii) Mr. Tuckwell may be deemed to beneficially own approximately 8.4% of the outstanding Shares. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
|
| | (ii) Shared power to vote or to direct the
vote:
See Cover Pages Items 5-9.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See Cover Pages Items 5-9.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See Cover Pages Items 5-9.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 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 or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on November 21, 2024. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)