SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (“ACT”)
(AMENDMENT NO. 1)
WisdomTree U.S. Quality Dividend Growth Fund
(Name of Issuer)
Exchange-Traded Fund
(Title of Class of Securities)
97717X669
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| CUSIP No. 97717X669 | Page 1 of 7 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc. 25-1435979 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ☐ b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Pennsylvania | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
7,065,841 | ||||
| 6) | Shared Voting Power
3,992 | |||||
| 7) | Sole Dispositive Power
6,894,032 | |||||
| 8) | Shared Dispositive Power
202,572 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,096,604 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ☐
| |||||
| 11) | Percent of Class Represented by Amount in Row (9)
22.11 | |||||
| 12) | Type of Reporting Person (See Instructions)
HC | |||||
| CUSIP No. 97717X669 | Page 2 of 7 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bancorp, Inc. 51-0326854 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ☐ b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
7,065,841 | ||||
| 6) | Shared Voting Power
3,992 | |||||
| 7) | Sole Dispositive Power
6,894,032 | |||||
| 8) | Shared Dispositive Power
202,572 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,096,604 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ☐
| |||||
| 11) | Percent of Class Represented by Amount in Row (9)
22.11 | |||||
| 12) | Type of Reporting Person (See Instructions)
HC | |||||
| CUSIP No. 97717X669 | Page 3 of 7 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bank, National Association 22-1146430 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ☐ b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
7,065,841 | ||||
| 6) | Shared Voting Power
3,992 | |||||
| 7) | Sole Dispositive Power
6,894,032 | |||||
| 8) | Shared Dispositive Power
202,572 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,096,604 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ☐
| |||||
| 11) | Percent of Class Represented by Amount in Row (9)
22.11 | |||||
| 12) | Type of Reporting Person (See Instructions)
BK | |||||
| CUSIP No. 97717X669 | Page 4 of 7 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Delaware Trust Company 81-0581990 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ☐ b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
74,160 | ||||
| 6) | Shared Voting Power
-0- | |||||
| 7) | Sole Dispositive Power
72,249 | |||||
| 8) | Shared Dispositive Power
1,911 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
74,160 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ☐
| |||||
| 11) | Percent of Class Represented by Amount in Row (9)
0.23 | |||||
| 12) | Type of Reporting Person (See Instructions)
BK | |||||
Page 5 of 7 Pages
ITEM 1(a) - NAME OF ISSUER:
WisdomTree U.S. Quality Dividend Growth Fund
ITEM 1(b) - ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
380 Madison Avenue
New York, New York 10017
ITEM 2(a) - NAME OF PERSON FILING:
The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.;
PNC Bank, National Association; and PNC Delaware Trust Company
ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The PNC Financial Services Group, Inc. - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
PNC Bancorp, Inc. - 222 Delaware Avenue, Wilmington, DE 19801
PNC Bank, National Association - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
PNC Delaware Trust Company - 222 Delaware Avenue, Wilmington, DE 19801
ITEM 2(c) - CITIZENSHIP:
The PNC Financial Services Group, Inc. - Pennsylvania
PNC Bancorp, Inc. - Delaware
PNC Bank, National Association - United States
PNC Delaware Trust Company – Delaware
ITEM 2(d) - TITLE OF CLASS OF SECURITIES:
Exchange-Traded Fund
ITEM 2(e) - CUSIP NUMBER:
97717X669
| ITEM 3 - | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☒ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☒ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||
Page 6 of 7 Pages
ITEM 4 - OWNERSHIP:
The following information is as of December 31, 2016:
| (a) Amount Beneficially Owned: |
7,096,604 shares | |||
| (b) Percent of Class: |
22.11 | |||
| (c) Number of fund shares to which such person has: |
||||
| (i) sole power to vote or to direct the vote |
7,065,841 | |||
| (ii) shared power to vote or to direct the vote |
3,992 | |||
| (iii) sole power to dispose or to direct the disposition of |
6,894,032 | |||
| (iv) shared power to dispose or to direct the disposition of |
202,572 | |||
Of the total fund shares reported herein, 7,022,444 fund shares are held in accounts at PNC Bank, National
Association in a fiduciary capacity for clients.
Of the total fund shares reported herein, 74,160 fund shares are held in accounts at PNC Delaware Trust
Company in a fiduciary capacity for clients.
The inclusion of the reporting persons and such securities in this report shall not be deemed an
admission of beneficial ownership by the reporting persons for any other purposes other than the purposes
of Section 13(g) of the Act.
ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable.
ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable.
| ITEM 7 - |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
Included are the following subsidiaries of The PNC Financial Services Group, Inc. - HC:
PNC Bancorp, Inc. - HC (wholly owned subsidiary of The PNC Financial Services Group, Inc.)
PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp, Inc.)
PNC Delaware Trust Company - BK (wholly owned subsidiary of PNC Bank, National Association)
ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
Page 7 of 7 Pages
ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10 - CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 3, 2017 |
February 3, 2017 | |||||||
| Date | Date | |||||||
| By: | /s/ Gregory H. Kozich |
By: | /s/ Bruce H. Colbourn | |||||
| Signature - The PNC Financial Services Group, Inc. Gregory H. Kozich, Senior Vice President & Controller |
Signature - PNC Bancorp, Inc. Bruce H. Colbourn, Chairman | |||||||
| Name & Title | Name & Title | |||||||
| February 3, 2017 |
February 3, 2017 | |||||||
| Date | Date | |||||||
| By: | /s/ Gregory H. Kozich Signature - PNC Bank, National Association Gregory H. Kozich, Executive Vice President & Controller |
By: | /s/ Janet Jolles Signature - PNC Delaware Trust Company Janet Jolles, Fiduciary Director | |||||
| Name & Title | Name & Title | |||||||
AN AGREEMENT TO FILE A JOINT STATEMENT WAS PREVIOUSLY FILED