SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 9)

 

 

WisdomTree U.S. Quality Dividend Growth Fund

(Name of Issuer)

Exchange-Traded Fund

(Title of Class of Securities)

97717X669

(CUSIP Number)

September 30, 2024

(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 2 of 9 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

 

 17,406,189

   6)  

 Shared Voting Power

 

 307,977

   7)  

 Sole Dispositive Power

 

 16,645,502

   8)  

 Shared Dispositive Power

 

 1,157,940

 9)   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 17,832,800

10)  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions

 

 ☐

11)  

 Percent of Class Represented by Amount in Row (9)

 

 10.15

12)  

 Type of Reporting Person (See Instructions)

 

 HC

CUSIP No. 97717X669       Page 3 of 9 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

 

 17,322,492

   6)  

 Shared Voting Power

 

 -0-

   7)  

 Sole Dispositive Power

 

 16,259,960

   8)  

 Shared Dispositive Power

 

 1,066,423

 9)   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 17,355,742

10)  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions

 

 ☐

11)  

 Percent of Class Represented by Amount in Row (9)

 

 9.88

12)  

 Type of Reporting Person (See Instructions)

 

 BK

CUSIP No. 97717X669       Page 4 of 9 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

 

 52,839

   6)  

 Shared Voting Power

 

 -0-

   7)  

 Sole Dispositive Power

 

 47,171

   8)  

 Shared Dispositive Power

 

 6,518

 9)   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 53,689

10)  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions

 

 ☐

11)  

 Percent of Class Represented by Amount in Row (9)

 

 0.03

12)  

 Type of Reporting Person (See Instructions)

 

 BK

CUSIP No. 97717X669       Page 5 of 9 Pages

 

 1)   

 Names of Reporting Persons

 IRS Identification No. Of Above Persons

 

 PNC Ohio Trust Company 81-0991531

 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

 

 Ohio

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

    5)   

 Sole Voting Power

 

 30,858

   6)  

 Shared Voting Power

 

 -0-

   7)  

 Sole Dispositive Power

 

 30,183

   8)  

 Shared Dispositive Power

 

 675

 9)   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 30,858

10)  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions

 

 ☐

11)  

 Percent of Class Represented by Amount in Row (9)

 

 0.02

12)  

 Type of Reporting Person (See Instructions)

 

 BK

CUSIP No. 97717X669       Page 6 of 9 Pages

 

 1)   

 Names of Reporting Persons

 IRS Identification No. Of Above Persons

 

 PNC Investments LLC 42-1604685

 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

 

 -0-

   6)  

 Shared Voting Power

 

 307,977

   7)  

 Sole Dispositive Power

 

 308,188

   8)  

 Shared Dispositive Power

 

 84,324

 9)   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 392,511

10)  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions

 

 ☐

11)  

 Percent of Class Represented by Amount in Row (9)

 

 0.22

12)  

 Type of Reporting Person (See Instructions)

 

 BD

      Page 7 of 9 Pages

 

ITEM 1(a) - NAME OF ISSUER:
   WisdomTree U.S. Quality Dividend Growth Fund
ITEM 1(b) - ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   c/o WisdomTree Trust
   380 Madison Avenue
   New York, New York 10017
ITEM 2(a) - NAME OF PERSON FILING:
   The PNC Financial Services Group, Inc.; PNC Bank, National Association;
   PNC Delaware Trust Company; PNC Ohio Trust Company; and PNC Investments LLC
ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:
   The PNC Financial Services Group, Inc. - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
   PNC Bank, National Association - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
   PNC Delaware Trust Company - 222 Delaware Avenue, Wilmington, DE 19801
   PNC Ohio Trust Company - 1900 East 9th Street, Cleveland, OH 44114
   PNC Investments LLC - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
ITEM 2(c) - CITIZENSHIP:
   The PNC Financial Services Group, Inc. - Pennsylvania
   PNC Bank, National Association - United States
   PNC Delaware Trust Company - Delaware
   PNC Ohio Trust Company - Ohio
   PNC Investments LLC - 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 8 of 9 Pages

 

ITEM 4 - OWNERSHIP:

The following information is as of September 30, 2024:

 

(a)   Amount Beneficially Owned:

      17,832,800 shares  

(b)   Percent of Class:

      10.15  

(c)   Number of fund shares to which such person has:

   

(i) sole power to vote or to direct the vote

      17,406,189  

(ii)  shared power to vote or to direct the vote

      307,977  

(iii)  sole power to dispose or to direct the disposition of

      16,645,502  

(iv) shared power to dispose or to direct the disposition of

      1,157,940  

Of the total fund shares reported herein, 17,355,742 fund shares are held in accounts at PNC Bank, National Association in a fiduciary capacity for clients.

Of the total fund shares reported herein, 53,689 fund shares are held in accounts at PNC Delaware Trust Company in a fiduciary capacity for clients.

Of the total fund shares reported herein, 30,858 fund shares are held in accounts at PNC Ohio Trust Company in a fiduciary capacity for clients.

Of the total fund shares reported herein, 392,511 fund shares are held in accounts at PNC Investments LLC 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 Bank, National Association - BK

PNC Delaware Trust Company - BK

PNC Ohio Trust Company - BK

PNC Investments LLC - BD

ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable.

      Page 9 of 9 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.

 

November 14, 2024

    

November 14, 2024

Date     Date
By:  

/s/ Gregory H. Kozich

         By:  

/s/ Joshua Ott

Signature - The PNC Financial Services Group, Inc.     Signature - PNC Delaware Trust Company
Gregory H. Kozich, Senior Vice President & Controller     Joshua Ott, Fiduciary Market Director
Name & Title     Name & Title

November 14, 2024

    

November 14, 2024

Date     Date
By:  

/s/ Gregory H. Kozich

     By:  

/s/ John Shockley

Signature - PNC Bank, National Association     Signature - PNC Ohio Trust Company
Gregory H. Kozich, Executive Vice President & Controller     John Shockley, President
Name & Title     Name & Title

 

November 14, 2024

Date
By:  

/s/ Richard R. Guerrini

Signature - PNC Investments LLC
Richard R. Guerrini, President & CEO
Name & Title

AN AGREEMENT TO FILE A JOINT STATEMENT WAS PREVIOUSLY FILED

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