UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-K/A
Amendment No. 1
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For fiscal year ended December 31, 2020
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number
001-10932
WisdomTree Investments, Inc.
(Exact name of registrant as specified in its
charter
)Delaware | 13-3487784 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
245 Park Avenue, 35th Floor New York, New York | 10167 | |
(Address of principal executive offices) | (Zip Code) |
212-801-2080
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section
12(b)
of the Act:Title of each class: | Name of each exchange on which registered: | |
Common Stock, $0.01 par value | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2
of the Exchange Act.Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☐ No ☒At June 30, 2020, the aggregate market value of the registrant’s Common Stock held by
non-affiliates
(computed by reference to the closing sale price of such shares on the NASDAQ Global Select Market on June 30, 2020) was $478,656,235. At February 8, 2021, there were 149,815,815 shares of the registrant’s Common Stock outstanding.Explanatory Note
This Form
10-K/A
Amendment No. 1 to the Annual Report on Form10-K
for the year ended December 31, 2020, as originally filed on February 19, 2021 (the “Original Filing”), of WisdomTree Investments, Inc. is being filed for the sole purpose of filing exhibits thereto as required by certain rules under RegulationS-K
as follows:ITEM 15. | EXHIBITS; FINANCIAL STATEMENT SCHEDULES |
(b). Exhibits
10.21 | Employment Agreement between the Registrant and Alexis Marinof, dated June 8, 2017 |
10.22 | Amendment to Employment Agreement between the Registrant and Alexis Marinof, dated July 20, 2017 |
10.23 | Form of Performance-Based Restricted Stock Unit Award Agreement for U.S. Executive Officers after January 1, 2021 |
10.24 | Form of Performance-Based Restricted Stock Unit Award Agreement for U.K. Executive Officers after January 1, 2021 |
31.1 | Rule 13a-14(a) /15d- 14(a) Certification |
31.2 | Rule 13a-14(a) /15d- 14(a) Certification |
31.3 | Rule 13a-14(a) /15d- 14(a) Certification |
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Except as expressly noted herein, this Form
10-K/A
Amendment No. 1 does not modify or update in any way disclosures made in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Filing other than expressly indicated in this Form10-K/A
and this amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, this Form10-K/A
Amendment No. 1 should be read in conjunction with the Original Filing and our other filings made with the SEC on or subsequent to February 19, 2021.Unless otherwise indicated, references to “the Company,” “we,” “us,” “our” and “WisdomTree” mean WisdomTree Investments, Inc. and its subsidiaries.
WisdomTree
®
and Modern Alpha®
are registered trademarks of WisdomTree Investments, Inc. in the United States and in other countries. All other trademarks are the property of their respective owners.1
EXHIBIT INDEX
* | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the Annual Report on Form
10-K/A
to be signed on its behalf by the undersigned hereunto duly authorized.WISDOMTREE INVESTMENTS, INC. | ||||
By: | /s/ JONATHAN STEINBERG | |||
Jonathan Steinberg | ||||
April 30, 2021 | Chief Executive Officer and Director |
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