SC 13G/A 1 sc13a-wisdom.htm SCHEDUEL 13 G - WISDOMTREE EMERGING MARKETS SMALL CAP DIVIDEND ETF sc13a-wisdom.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 (Amendment No. 1)1


WisdomTree Emerging Markets SmallCap Dividend ETF
------------------------------------------------------------------------------------------------------
(Name of issuer)

Common Stock (exchange-traded fund)
--------------------------------------------------------------------------------------------------------
(Title of class of securities)

 
97717W281
--------------------------------------------------------------------------------------
(CUSIP number)

 
December 31, 2014
---------------------------------------------------------------------------
(Date of event that requires filing of this statement)




Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 [x] Rule 13d-1(b)
  Rule 13d-1(c)
  Rule 13d-1(d)





________________________________
1The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 


SCHEDULE 13G
 
CUSIP No. 97717W281
  
 
Page 2 of 5 Pages

 
1
 
NAME OF REPORTING PERSONS
 
United Services Automobile Association
 
I.R.S. Identification Nos. of above persons (entities only).
 
74-0959140
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [  ] (b)
 
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
state of Texas
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY EACH
 
REPORTING
 
PERSON
 
WITH
 
5
 
SOLE VOTING POWER
 
197,000 (see Item 4)
 
 
6
 
SHARED VOTING POWER
 
2,511,579 (see Item 4)
 
 
7
 
SOLE DISPOSITIVE POWER
 
197,000 (see Item 4)
 
 
8
 
SHARED DISPOSITIVE POWER
 
2,511,579 (see Item 4)
 
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,708,579
 
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
 
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.8%
 
 
12
 
TYPE OF REPORTING PERSON
 
IC
 


 
 
 


 
CUSIP No. 97717W281
  
 
Page 3 of 5 Pages

SCHEDULE 13G

ITEM 1.

(a)           Name of Issuer:

WisdomTree Emerging Markets SmallCap Dividend ETF

(b)           Address of Issuer's Principal Executive Offices:

380 Madison Avenue
21st Floor
New York NY 10017

ITEM 2.

(a)           Names of Person Filing:

United Services Automobile Association

(b)           Address of Principal Business Office, of if None, Residence:

9800 Fredericksburg Road
San Antonio, Texas 78288

(c)           Citizenship:

Texas

(d)           Title of Class of Securities:

Common Stock (exchange-traded fund)

(e)           CUSIP Number:

97717W281

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), 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)       [X]         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 ss.240.13d-1(b)(1)(ii)(E);
(f)       [_]         An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
(g)       [_]         A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
(h)       [_]         A savings associations 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 of 1940 (15 U.S.C. 80a-3);
(j)       [_]         Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

 
 
 


 
CUSIP No. 97717W281
  
 
Page 4 of 5 Pages

SCHEDULE 13G


ITEM 4. OWNERSHIP.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Reporting Person
Shares Held Directly
Sole Voting Power
Shared Voting Power
Sole Dispositive Power
Shared Dispositive Power
Beneficial Ownership
Percentage of Class (1)
USAA
197,000
197,000
2,511,579 (2)
197,000
2,511,579 (2)
2,708,579
7.8%

(1)
Based on 34,800,000 shares of Common Stock outstanding as of December 31, 2014.
(2)
Consists of 639,900 shares of common stock owned directly by USAA Casualty Insurance Company, a wholly owned subsidiary of USAA; 1,320,123 shares of common stock owned directly by USAA Asset Management Company, a wholly owned subsidiary of USAA Investment Corporation (I-Corp), I-Corp is a wholly owned subsidiary of USAA Capital Corporation (CAPCO) and CAPCO is a wholly owned subsidiary of USAA; 90,100 shares of common stock owned by USAA Catastrophe Reinsurance Company, a wholly owned subsidiary of USAA; 323,356 shares of common stock owned directly by USAA Investment Management Company, a wholly owned subsidiary of USAA Investment Corporation (I-Corp), I-Corp is a wholly owned subsidiary of USAA Capital Corporation (CAPCO) and CAPCO is a wholly owned subsidiary of USAA; 89,800 shares of common stock owned directly by USAA Garrison Insurance Company, a wholly owned subsidiary of USAA; 46,400 shares of common stock owned directly by USAA Garrison Property and Casualty Company, a wholly owned subsidiary of USAA; and 1,900 shares of common stock owned directly by USAA FSB Trust Services.
 

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 OR CONTROL PERSON.

Not Applicable

 
ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not Applicable

 
ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

Not Applicable


 
 
 

 
CUSIP No. 97717W281
  
 
Page 5 of 5 Pages

SCHEDULE 13G

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.

Dated: February 17, 2015

UNITED SERVICES AUTOMOBILE ASSOCIATION



 
By:
  /s/ Martha Leiper  
Name:  Martha Leiper
Title:    Senior Vice President and Chief
             Investment Officer