WETF WisdomTree Investments Inc

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

(2) The aggregate percentage of Shares reported owned herein is based upon 146,560,232 Shares outstanding, as of April 21, 2022, which is the total number of Shares outstanding as reported in the Issuer’s amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 29, 2022.

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

(2) The aggregate percentage of Shares reported owned herein is based upon 146,560,232 Shares outstanding, as of April 21, 2022, which is the total number of Shares outstanding as reported in the Issuer’s amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 29, 2022.

(1) The aggregate percentage of Shares reported owned herein is based upon 146,560,232 Shares outstanding, as of April 21, 2022, which is the total number of Shares outstanding as reported in the Issuer’s amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 29, 2022.

(1) The aggregate percentage of Shares reported owned herein is based upon 146,560,232 Shares outstanding, as of April 21, 2022, which is the total number of Shares outstanding as reported in the Issuer’s amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 29, 2022.

(1) The aggregate percentage of Shares reported owned herein is based upon 146,560,232 Shares outstanding, as of April 21, 2022, which is the total number of Shares outstanding as reported in the Issuer’s amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 29, 2022.

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On May 4, 2022, the Reporting Persons issued a press release and public letter (the “May 4 Letter”) to the Issuer’s Board of Directors (the “Board”) to provide the Issuer’s stockholders transparency on the breakdown of negotiations with the Issuer and announce their intention to file a preliminary proxy statement. In the letter, the Reporting Persons detailed their recent engagement with the Board regarding, among other things, their recent efforts to negotiate a cooperative resolution with the Issuer that the Reporting Persons believe would give the Issuer the opportunity to implement much needed changes without having to engage in a costly, distracting and public proxy contest. Over the past month, the Reporting Persons sought to come to an arrangement that would ensure a review the Issuer’s cost-structure, refocus the Issuer’s spending, add much-needed ETF experience to the Board, terminate the Shareholder Rights Plan adopted on March 14, 2022 and start the process of Board declassification. The Reporting Persons were provided with assurances that the Board was willing to agree to a cooperative framework with such terms and it appeared that an agreement was in substantially final form. However, just hours before the agreement was set to be executed, it was thwarted by Jonathan Steinberg, the Issuer’s CEO, who made it clear that he was determined to preserve the status quo at the Issuer and prevent any meaningful change from occurring. The May 4 Letter further explains that recent actions taken by the Issuer and statements made to the Reporting Persons and other stockholders (both publicly and privately) have confirmed to the Reporting Persons beyond a doubt that even if the Issuer entered into an agreement with the Reporting Persons, it appeared to have no intention of honoring the spirit of any such agreement and was instead looking to silence its largest stakeholders.

The May 4 Letter further details the Reporting Persons’ views that Mr. Steinberg is largely responsible for the Issuer’s underperformance and significant market share loss. In addition, the Reporting Persons believe that the 2022 Annual Meeting can serve as a referendum on Mr. Steinberg’s credibility as CEO, despite him not being up for election as a member of the Board this year. In addition, the letter explains that the Reporting Persons and many other stockholders strongly believe that the Issuer needs a new CEO who is commercial, has clear and proven ETF expertise, and can deliver improved execution under the oversight of a better qualified Board.

The May 4 Letter concludes by stating that the Reporting Persons look forward to sharing their views on the performance of the Issuer and the CEO with the Issuer’s other stockholders, proxy advisory firms, the SEC, independent financial advisors, the Issuer’s vendors and partners, industry media, and investors in the Issuer’s products over the coming weeks through the Reporting Persons’ proxy materials.

The foregoing summary of the May 4 Letter is qualified in its entirety by reference to the full text of the letter, which 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: May 6, 2022