SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 18)

 

 

WisdomTree U.S. LargeCap Dividend Fund

(Name of Issuer)

Exchange-Traded Fund

(Title of Class of Securities)

97717W307

(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. 97717W307       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

 

 3,161,136

   6)  

 Shared Voting Power

 

 257,065

   7)  

 Sole Dispositive Power

 

 2,962,128

   8)  

 Shared Dispositive Power

 

 485,166

 9)   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 3,454,826

10)  

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

 

 ☐

11)  

 Percent of Class Represented by Amount in Row (9)

 

  6.29

12)  

 Type of Reporting Person (See Instructions)

 

 HC

CUSIP No. 97717W307       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

 

 3,127,211

   6)  

 Shared Voting Power

 

 -0-

   7)  

 Sole Dispositive Power

 

 2,679,612

   8)  

 Shared Dispositive Power

 

 447,878

 9)   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 3,135,022

10)  

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

 

 ☐

11)  

 Percent of Class Represented by Amount in Row (9)

 

 5.71

12)  

 Type of Reporting Person (See Instructions)

 

 BK

CUSIP No. 97717W307       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

 

 30,144

   6)  

 Shared Voting Power

 

 -0-

   7)  

 Sole Dispositive Power

 

 21,670

   8)  

 Shared Dispositive Power

 

 8,474

 9)   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 30,144

10)  

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

 

 ☐

11)  

 Percent of Class Represented by Amount in Row (9)

 

 0.05

12)  

 Type of Reporting Person (See Instructions)

 

 BK

CUSIP No. 97717W307       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

 

 3,781

   6)  

 Shared Voting Power

 

 -0-

   7)  

 Sole Dispositive Power

 

 3,781

   8)  

 Shared Dispositive Power

 

 -0-

 9)   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 3,781

10)  

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

 

 ☐

11)  

 Percent of Class Represented by Amount in Row (9)

 

 Less than 0.01

12)  

 Type of Reporting Person (See Instructions)

 

 BK

CUSIP No. 97717W307       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

 

 257,065

   7)  

 Sole Dispositive Power

 

 257,065

   8)  

 Shared Dispositive Power

 

 28,814

 9)   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 285,879

10)  

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

 

 ☐

11)  

 Percent of Class Represented by Amount in Row (9)

 

 0.52

12)  

 Type of Reporting Person (See Instructions)

 

 BD

      Page 7 of 9 Pages

 

ITEM 1(a) - NAME OF ISSUER:

WisdomTree U.S. LargeCap Dividend 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:

97717W307

 

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:

      3,454,826 shares     

(b)   Percent of Class:

      6.29     

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

      

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

      3,161,136     

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

      257,065     

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

      2,962,128     

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

      485,166     

Of the total fund shares reported herein, 3,135,022 fund shares are held in accounts at PNC Bank, National Association in a fiduciary capacity for clients.

Of the total fund shares reported herein, 30,144 fund shares are held in accounts at PNC Delaware Trust Company in a fiduciary capacity for clients.

Of the total fund shares reported herein, 3,781 fund shares are held in accounts at PNC Ohio Trust Company in a fiduciary capacity for clients.

Of the total fund shares reported herein, 285,879 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 the purposes of Section 13(d) or 13(g) of the Act, or for any other purposes.

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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