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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
Ziemba Peter M

(Last) (First) (Middle)
C/O WISDOMTREE INVESTMENTS, INC.
245 PARK AVENUE, 35TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WisdomTree Investments, Inc. [ WETF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2014
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)
Code V Amount (A) or (D) Price
Common Stock 08/22/2014 M 44,650 A $1.07 707,604 (2) D
Common Stock 08/22/2014 S 44,650 D $11.02 (3) 662,954 (2) D
Common Stock 08/25/2014 M 5,350 A $1.07 668,304 (2) D
Common Stock 08/25/2014 S 5,350 D $11.28 (4) 662,954 (2) D
Common Stock 8,800 I By Daughter
Common Stock 13,800 I By Son
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $1.07 08/22/2014 M 44,650 (1) 04/22/2017 Common Stock 44,650 $0 305,350 D
Stock Option (right to buy) $1.07 08/25/2014 M 5,350 (1) 04/22/2017 Common Stock 5,350 $0 300,000 D
Explanation of Responses:
1. Exercisable (at an exercise price of $6.35 per share) as to 200,000 shares vesting on each of April 27, 2008, 2009, 2010, and 2011. Modified on January 26, 2009 to also become exercisable (at an exercise price of $1.07 per share) as to 200,000 shares on each of January 27, 2010, 2011, 2012 and 2013.
2. Includes (i) restricted stock award which vests as to 14,165 shares on January 25, 2015 and as to 14,166 shares on January 22, 2016, and (ii) restricted stock award which vests as to 37,500 shares on each of January 25, 2015 and 2016 and (iii) restricted stock which vests as to 25,000 shares on January 27, 2015.
3. The price included in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.16, inclusive. The reporting person undertakes to provide to WisdomTree Investments, Inc., any security holder of WisdomTree Investments, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
4. The price included in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging from $11.08 to $11.52, inclusive. The reporting person undertakes to provide to WisdomTree Investments, Inc., any security holder of WisdomTree Investments, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.
Remarks:
Exhibit Index: Exhibit 24 Power of Attorney by Peter M. Ziemba
/s/ Marci Frankenthaler, Attorney-in-Fact 08/25/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.