UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
WisdomTree International High Dividend Fund
(Name of Issuer)
Exchange-Traded Fund Shares
(Title of Class of Securities)
97717W802
(CUSIP Number)
December 31, 2017
(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)
| * | The 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 the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP NO. 97717W802 | 13G | Page 2 of 8 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fifth Third Bancorp. IRS Identification Number 31-0854434 | |||||
| 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
1,734,064 | ||||
| 6 | SHARED VOTING POWER
40,654 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,656,164 | |||||
| 8 | SHARED DISPOSITIVE POWER
127,599 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,786,618 (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ (See Instructions)
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.7% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
HC | |||||
| (1) | The reported securities are beneficially owned directly by Fifth Third Bank, an Ohio banking corporation and indirect wholly-owned subsidiary of the reporting person, and indirectly by Fifth Third Financial Corporation, an Ohio corporation and a direct wholly-owned subsidiary of the reporting person. |
| (2) | Percentage of class calculation is based upon 7,550,000 of the Issuer’s shares outstanding as of December 31, 2017, as extracted from Bloomberg. |
| CUSIP NO. 97717W802 | 13G | Page 3 of 8 |
Explanatory Note
In reliance on the SEC no-action letter, dated December 14, 1998, to PDR Services Corporation, the reporting person and its subsidiaries will not file any additional reports under Section 13(d) or 13(g) of the Exchange Act related to their beneficial ownership of WisdomTree International High Dividend Fund so long as the conditions referenced in the PDR Services letter are being met.
| CUSIP NO. 97717W802 | 13G | Page 4 of 8 |
| Item 1. | ||||
| (a) | Name of Issuer: | |||
| WisdomTree International High Dividend Fund | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| Wisdom Tree Trust | ||||
| 245 Park Avenue, 35 Floor | ||||
| New York, NY 10167 | ||||
| Item 2. | ||||
| (a) | Name of Person Filing: | |||
| Fifth Third Bancorp | ||||
| (b) | Address of Principal Business Office, or if None, Residence: | |||
| Fifth Third Center, Cincinnati, Ohio 45263 | ||||
| (c) | Citizenship: | |||
| Ohio | ||||
| (d) | Title of Class of Securities: | |||
| Exchange Traded Fund | ||||
| (e) | CUSIP Number: | |||
| 97717W802 | ||||
| CUSIP NO. 97717W802 | 13G | Page 5 of 8 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 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) | ☐ | 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 Rule 13d-1(b)(1)(ii)(E); | ||||||||||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||||||||||
| (g) | ☒ | A parent holding company or control person in accordance with Rule 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 of 1940 (15 U.S.C. 80a-3); or | ||||||||||||
| (j) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||||||||||
| Item 4. |
Ownership. | |||||||||||||
| a. Amount beneficially owned: |
1,786,618 | (1) | ||||||||||||
| b. Percent of class |
23.7 | %(2) | ||||||||||||
| c. Number of shares as to which such person has: |
||||||||||||||
| i. Sole power to vote or to direct the vote: |
1,734,064 | |||||||||||||
| ii. Shared power to vote or to direct the vote: |
40,654 | |||||||||||||
| iii. Sole power to dispose or to direct the disposition of: |
1,656,164 | |||||||||||||
| iv. Shared power to dispose or to direct the disposition of: |
127,599 | |||||||||||||
| (1) The reported securities are beneficially owned directly by Fifth Third Bank, an Ohio banking corporation and indirect wholly-owned subsidiary of the reporting person, and indirectly by Fifth Third Financial Corporation, an Ohio corporation and a direct wholly-owned subsidiary of the reporting person. (2) Percentage of class calculation is based upon 7,550,000 of the Issuer’s shares outstanding as of December 31, 2017, as extracted from Bloomberg. | ||||||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐ | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| The securities covered by this Schedule are held in trust, agency or custodial capacities by Fifth Third Bank. These trust, agency or custodial accounts receive the dividends from, or the proceeds from the sale of, such securities. | ||
| CUSIP NO. 97717W802 | 13G | Page 6 of 8 |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | |
| Subsidiary |
Item 3 Classification | |
| Fifth Third Bank – an Ohio banking corporation |
Bank | |
| Fifth Third Financial Corporation, an Ohio corporation |
Parent Holding Company |
| Item 8. | Identification and Classification of Members of the Group. | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not applicable. | ||
| Item 10. | Certifications. | |
| Not applicable. | ||
| CUSIP NO. 97717W802 | 13G | Page 7 of 8 |
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.
Date: February 14, 2018
| FIFTH THIRD BANCORP | ||
| /s/ Michael P. Speaker | ||
| By: | Michael P. Speaker | |
| Its: |
Attorney-in-fact | |
| CUSIP NO. 97717W802 | 13G | Page 8 of 8 |
| Exhibit Index
| ||
| Exhibit No. |
Description | |
| 99.1 | Power of Attorney relating to filings by Fifth Third Bancorp. | |