Amended Statement of Beneficial Ownership (sc 13d/a)
May 27 2022 - 3:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)1
WisdomTree Investments, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
97717P104
(CUSIP Number)
GRAHAM TUCKWELL
ETFS CAPITAL LIMITED
Ordnance House, 31 Pier Road
St. Helier, Jersey JE2 4XW |
IRSHAD KARIM
LION POINT CAPITAL, LP
250 W 55th Street, 33rd Floor
New York, New York 10019 |
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 25, 2022
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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ETFS Capital Limited |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO (See Item 3) |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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JERSEY |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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15,250,000 (1) |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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15,250,000 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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15,250,000 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.4% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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(1) Excludes Shares (as defined below) issuable upon conversion of 14,750
shares of Series A Preferred Stock (as defined in Item 3).
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1 |
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NAME OF REPORTING PERSON |
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GRAHAM TUCKWELL |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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AUSTRALIA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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15,250,000 (1) |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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15,250,000 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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15,250,000 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.4% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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(1) Excludes Shares issuable upon conversion of 14,750
Series A Preferred Stock.
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1 |
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NAME OF REPORTING PERSON |
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Lion Point Capital, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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4,521,979 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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4,521,979 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,521,979 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Lion Point Holdings GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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4,521,979 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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4,521,979 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,521,979 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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DIDRIC CEDERHOLM |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Sweden and France |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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4,521,979 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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4,521,979 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,521,979 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.1% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On May 25, 2022, the Reporting Persons
entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer.
Pursuant to the Cooperation
Agreement, the Issuer has agreed to increase the size of its board of directors (the “Board”) by two directors to a total
of nine directors and appoint Lynn S. Blake and Deborah Fuhr (together, the “New Directors”) as independent members of the
Board. Ms. Blake will serve as a Class II director with a term expiring at the Issuer’s 2022 annual meeting of stockholders (the
“2022 Annual Meeting”) and Ms. Fuhr will serve as a Class III director with a term expiring at the Issuer’s 2023 annual
meeting of stockholders (the “2023 Annual Meeting”). Ms. Blake will be appointed to the Compensation Committee of the Board,
and Ms. Fuhr will be appointed to the Nominating and Governance Committee of the Board (the “Nominating Committee”).
Additionally, the Issuer
formed a four-member Operations and Strategy Committee of the Board (the “Operations Committee”), which will make formal recommendations
to the Board on matters, including (i) operational improvement opportunities, (ii) Issuer strategy and (iii) if the Operations Committee
so determines, management changes. The New Directors will join Smita Conjeevaram and Anthony Bossone, existing independent directors of
the Issuer’s Board, on the Operations Committee, and Ms. Conjeevaram will serve as its Chair.
The Issuer also agreed to
propose an amendment to the Issuer’s Amended and Restated Certificate of Incorporation at the 2022 Annual Meeting to declassify
the Board and provide for the annual election of directors starting at the 2022 Annual Meeting (the “Declassification Proposal”)
and to recommend that the Issuer’s stockholders vote in favor of the Declassification Proposal. If stockholder approval of the Declassification
Proposal is obtained, the Board will begin the declassification process at the 2022 Annual Meeting and will be declassified fully starting
at the Issuer’s 2024 annual meeting of stockholders.
Additionally, the Issuer
agreed that during the Standstill Period (as defined below), if the Reporting Persons have not committed a material breach of the Cooperation
Agreement, and as long as the Reporting Persons or their affiliates or associates beneficially own, in the aggregate, at least the lesser
of (i) 12.0% of the outstanding shares of common stock and (ii) 17,590,355 shares of common stock (subject to adjustment for stock splits,
reclassifications, combinations and similar adjustments) (the “Ownership Minimum”), in the event that a New Director (or any
replacement for such New Director (such replacement, a “Replacement Director”)) is unable or unwilling to serve as a director,
resigns as a director or is removed as a director, or for any other reason fails to serve or is not serving as a director, then the Reporting
Persons shall be entitled to designate, subject to the approval (not to be unreasonably withheld or delayed) of the Nominating Committee,
a candidate for Replacement Director.
As part of the Cooperation
Agreement, the Reporting Persons have agreed to customary standstill and voting commitment provisions, which provide that from the date
of the Cooperation Agreement until the earlier of (a) the date that is 30 calendar days prior to the deadline for the submission of director
nominations by stockholders for the 2023 Annual Meeting and (b) the date that is 90 calendar days prior to the first anniversary of the
2022 Annual Meeting (such period, the “Standstill Period”), the Reporting Persons will not, among other things, acquire beneficial
ownership in, or aggregate economic exposure to, directly or indirectly, the Issuer’s shares of common stock that would result
in ETFS owning or controlling the greater of (A) 10.4% of the then outstanding shares of common stock in the aggregate and (B) 15,250,000
shares of common stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), or Lion Point
owning or controlling the greater of (Y) 9.9% of the then-outstanding shares of common stock in the aggregate and (Z) 14,512,042 shares
of common stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments).
In addition, Lion Point agreed
that if it obtains the right to exercise voting rights attached to Voting Securities (as defined in the Cooperation Agreement) in excess
of the greater of (i) 3.1% of the voting power of the outstanding Voting Securities and (ii) 4,521,979 shares of common stock (subject
to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Excess Voting Rights”), then
from the end of the Standstill Period through the conclusion of the 2023 Annual Meeting, Lion Point will exercise such Excess Voting Rights
in the same proportion in which all other Voting Securities voting on such matter are voted.
The foregoing description
of the Cooperation Agreement is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
On May 25, 2022, the Reporting
Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Effective upon the execution of the Cooperation Agreement, Mmes. Fuhr and Lynn ceased to be parties to the Joint Filing and Solicitation
Agreement, as previously defined and described in Item 6.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibits:
| 99.1 | Cooperation Agreement, dated May 25, 2022 (incorporated by reference to Exhibit 10.1 to the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2022).
|
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 27, 2022
|
ETFS Capital Limited |
|
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By: |
/s/ Graham Tuckwell |
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Name: |
Graham Tuckwell |
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Title: |
Chairman |
|
/s/ Graham Tuckwell |
|
Graham Tuckwell |
|
Lion Point Capital, LP |
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By: |
Lion Point Holdings GP, LLC,
its General Partner |
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By: |
/s/ Didric Cederholm |
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Name: |
Didric Cederholm |
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Title: |
Manager and Member |
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Lion Point Holdings GP, LLC |
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By: |
/s/ Didric Cederholm |
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Name: |
Didric Cederholm |
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|
Title: |
Manager and Member |
|
/s/ Didric Cederholm |
|
Didric Cederholm |
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