WisdomTree, Inc. — Director's Dealing 2020

Jan 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WisdomTree Investments, Inc. (WETF)
CIK: 0000880631
Period of Report: 2020-01-25

Reporting Person: Muni Amit (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-25	Common Stock	A	35602	$0.00	Acquired	714539	Direct
2020-01-25	Common Stock	F	17052	$0.00	Disposed	697487	Direct
2020-01-28	Common Stock	S	28500	$3.8712	Disposed	668987	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-25	Performance Based Restricted Stock Units	$0.00	A	8900	Acquired		Common Stock (8900)	Direct

Footnotes

F1: Restricted stock awarded by Issuer on January 25, 2020 and vesting as to (i) 11,867 shares on each of January 25, 2021 and 2022 and (ii) 11,868 shares on January 25, 2023.

F2: Includes restricted stock awards which vest as to (i) 53,572 shares on January 25, 2021, (ii) 41,151 shares on January 25, 2022 and (iii) 11,868 shares on January 25, 2023.

F3: Surrender of common stock to Issuer upon vesting of restricted stock award to cover withholding taxes.

F4: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the Reporting Person on December 13, 2019. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. All sales by the Reporting Person are subject to the Issuer's equity ownership requirements.

F5: The price included in Column 4 is an average weighted price. These shares were sold in multiple transactions at prices ranging from $3.83 to $3.905, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 5 of this Form 4.

F6: On the third anniversary of the grant date, the Performance-Based Restricted Stock Units ("PRSUs") will vest and the number of shares of the Issuer's common stock ("Common Stock") to be issued pursuant to the PRSUs will be determined based on the total shareholder return ("TSR") of the Common Stock relative to the respective TSRs of the stocks of a peer group of companies, each measured over a three-year period from the date of grant of the PRSUs. The number of shares of Common Stock to be issued upon vesting of the PRSUs will range between 0% to 200% of the number of shares indicated above (the target share amount).

F7: (Continuation of Footnote 6) - If the Reporting Person's employment is terminated under certain circumstances or a change of control occurs prior to the third anniversary of the grant date, all or a portion of the PRSUs will vest and the number of shares of Common Stock to be issued pursuant to the PRSUs will be determined at such time, based on the respective TSRs of the Common Stock and the stocks of the peer group, each measured from the grant date to the accelerated vesting date. PRSUs have no voting rights and are generally non-transferable.