EX-4.2





 Exhibit 4.2 

EXHIBIT A 
 [FORM OF FACE OF
NOTE] 
 [INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE] 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 
 [INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY] 

[THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 

(1)    REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL
BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 

(2)    AGREES FOR THE BENEFIT OF WISDOMTREE INVESTMENTS, INC. (THE “COMPANY”) THAT IT WILL NOT
OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144
UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: 

(A)    TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR 

(B)    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR 

(C)    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR 

  
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 (D)    PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 
 NO
AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF WISDOMTREE INVESTMENTS, INC. OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF WISDOMTREE INVESTMENTS, INC. DURING THE PRECEDING THREE MONTHS MAY
PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.]1 

 

	1 	 The Restrictive Legend shall be deemed removed from the face of this Note without further action by the
Company, Trustee or the Holders of this Note at such time and in the manner provided under Section 2.05 of the Indenture. 



  
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 WisdomTree Investments, Inc. 

3.25% Convertible Senior Notes due 2026 
 No.
[            ]                            
                                         
                               
[Initially]2 $[                    ]3

 CUSIP No. [                ]4 
 WisdomTree Investments, Inc., a corporation duly organized and validly existing under
the laws of the State of Delaware (the “Company,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE &
CO.]5 [                ]6, or registered assigns, the
principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]7 [of $[            ]]8, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $150,000,000 (as increased by an amount up to $22,500,000
equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchaser pursuant to the exercise of its option to purchase additional Notes as set forth in the Purchase Agreement), in accordance with the rules and
applicable procedures of the Depositary, on June 15, 2026, and interest thereon as set forth below. 
 This Note shall bear interest at
the rate of 3.25% per year from June 14, 2021, or from the most recent date to which interest has been paid or provided for to, but excluding, the next scheduled Interest Payment Date until June 15, 2026. Interest is payable semi-annually
in arrears on each June 15 and December 15, commencing on December 15, 2021, to Holders of record at the close of business on the preceding June 1 and December 1 (whether or not such day is a Business Day), respectively.
Additional Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include
Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03, and any express mention of the payment of Additional Interest in any
provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made. 

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable
law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture. 

 
  

	2 	 Include if a global note. 



	3 	 To be broken into multiple global notes. 



	4 	 This Note will be deemed to be identified by CUSIP No.
[            ] from and after such time when (i) the Company delivers, pursuant to Section 2.05(c) of the within-mentioned Indenture, written notice to the Trustee of the
occurrence of the Resale Restriction Termination Date and the removal of the restrictive legend affixed to this Note and (ii) this Note is identified by such CUSIP number in accordance with the applicable procedures of the Depositary.




	5 	 Include if a global note. 



	6 	 Include if a physical note. 



	7 	 Include if a global note. 



	8 	 Include if a physical note. 



  
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 The Company shall pay the principal of and interest on this Note, if and so long as such
Note is a Global Note, in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay the principal of
any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its agency in
the United States, as a place where Notes may be presented for payment or for registration of transfer and exchange. 
 Reference is made to
the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right to convert this Note into cash, shares of Common Stock or a combination of cash and shares of
Common Stock, as applicable, on the terms and subject to the limitations set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 

This Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed
by the laws of the State of New York. 
 In the case of any conflict between this Note and the Indenture, the provisions of the
Indenture shall control and govern. 
 This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating agent under the Indenture. 

[Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

			
	WISDOMTREE INVESTMENTS, INC.
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: 
  

	
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	 U.S. BANK NATIONAL ASSOCIATION 
 as Trustee,
certifies that this is one of the Notes described


 in the within-named Indenture. 
  

			
	By:	 	  



			
	        Authorized Signatory


  
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 [FORM OF REVERSE OF NOTE] 

WisdomTree Investments, Inc. 

3.25% Convertible Senior Notes due 2026 

This Note is one of a duly authorized issue of Notes of the Company, designated as its 3.25% Convertible Senior Notes due 2026 (the
“Notes”), limited to the aggregate principal amount of $150,000,000 (as increased by an amount up to $22,500,000 equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchaser pursuant to the
exercise of its option to purchase additional Notes as set forth in the Purchase Agreement), all issued under and pursuant to an Indenture dated as of June 14, 2021 (the “Indenture”), between the Company and U.S. Bank National
Association (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee,
the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall
have the respective meanings set forth in the Indenture. 
 In case certain Events of Default shall have occurred and be continuing, the
principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions and certain exceptions set forth in the Indenture. 
 The Company will pay cash amounts in money of the
United States that at the time of payment is legal tender for payment of public and private debts. 
 The Indenture contains provisions
permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain
exceptions, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. 

Each Holder shall have the right to receive payment or delivery as described in the Indenture. 

The Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. At the
office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations,
without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as a result of the name of the Holder of the new
Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange. 

  
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 The Notes shall be redeemable at the Company’s option on or after June 20, 2023 in
accordance with the terms and subject to the conditions specified in the Indenture. No sinking fund is provided for the Notes. 
 Upon the
occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples
thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price. 
 Subject to the provisions
of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately
preceding the Maturity Date, to convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the Conversion Rate
specified in the Indenture, as adjusted from time to time as provided in the Indenture. 
 The Notes are subordinated to Other Redemption
Payments. To the extent provided in the Indenture, Other Redemption Payments of the Company must be paid before any Note Obligations may be paid. The Company agrees, and each Holder by accepting a Note agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose. 

  
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 ABBREVIATIONS 

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations: 
 TEN COM = as tenants in common 

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act 
 CUST =
Custodian 
 TEN ENT = as tenants by the entireties 
 JT TEN =
joint tenants with right of survivorship and not as tenants in common 
 Additional abbreviations may also be used though not in the above
list. 

  
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 SCHEDULE A9 

SCHEDULE OF EXCHANGES OF NOTES 

WisdomTree Investments, Inc. 

3.25% Convertible Senior Notes due 2026 

The initial principal amount of this Global Note is
                     DOLLARS
($[                    ]). The following increases or decreases in this Global Note have been made: 

 

									
	 Date of exchange
	  	 Amount of

decrease in
 principal amount

of this Global Note
	  	 Amount of

increase in
 principal amount

of this Global Note
	  	 Principal amount

of this Global Note
 following
such
 decrease or

increase
	  	 Signature of

authorized
 signatory of

Trustee or
 Custodian

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  


  

	9 	 Include if a global note. 



  
 A-9 













 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 

To:        U.S. Bank National Association, as Trustee 

Denver Tower 
 950
17th Street 
 Denver, CO 80202 

Attention: WisdomTree Investments, Inc. Administrator 

The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000
principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and
directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered
to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay
all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note.
Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 
  

									
	Dated:	 	  
	  	  
	  	
				
		 		  	  
	  	
		  	Signature(s)	  	

  

									
	  
	  		  	
	 Signature Guarantee
	  		  	
			
	 Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and
credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be
delivered, other than to and in the name of the registered holder.
	  		  	


  
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	Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:	  		  	
			
	  
	  		  	
	(Name)	 		  		  	
			
	  
	  		  	
	(Street Address)	  		  	
			
	  
	  		  	
	 (City, State and Zip Code)
 Please
print name and address
	  		  	

  

	
	 Principal amount to be converted (if less than all):

$                ,000

	
	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
	
	                                      
  
	 Social Security or Other Taxpayer

Identification Number




  
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 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 

To:        U.S. Bank National Association, as Trustee 

Denver Tower 
 950
17th Street 
 Denver, CO 80202 

Attention: WisdomTree Investments, Inc. Administrator 

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from WisdomTree Investments, Inc. (the
“Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance
with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such
Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change
Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 
 In the
case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: 
  

					
	Dated:	 	  
	  	

  

					
	                                    
                            	  	
	Signature(s)	  	
		
	
                   
                     
	  	
	 Social Security or Other Taxpayer

Identification Number
	  	
		
	 Principal amount to be repaid (if less than all):
	  	
	$            ,000	  	 	  	 
		
	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.	  	



  
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 ATTACHMENT 3 

[FORM OF ASSIGNMENT AND TRANSFER] 
 For value
received
                                         
        hereby sell(s), assign(s) and transfer(s) unto
                             (Please insert social security or Taxpayer Identification Number of
assignee) the within Note, and hereby irrevocably constitutes and appoints
                                     attorney to transfer the
said Note on the books of the Company, with full power of substitution in the premises. 
 In connection with any transfer of the within Note occurring
prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: 

☐    To WisdomTree Investments, Inc. or a subsidiary thereof; or 

☐    Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended;
or 
 ☐    Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or 

☐    Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from
the registration requirements of the Securities Act of 1933, as amended. 

  
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	Dated:	 	  
	  	

  

									
	  
	  		  	 	  	
				
	  
	  		  	 	  	
	 Signature(s)
	  		  	 	  	
				
	  
	  		  	 	  	
	Signature Guarantee	  		  		  	
				
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant
to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.	  		  		  	

 NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular
without alteration or enlargement or any change whatever. 

  
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