Grossman Mindy F Form 4 WW INTERNATIONAL / MINDY F GROSSMAN ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GROSSMAN MINDY F

(Last) (First) (Middle)

675 AVENUE OF THE AMERICAS, 6TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WW INTERNATIONAL, INC. [ WW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2020		M		15,976	A	$0.00	137,083	D
Common Stock	05/15/2020		F		8,503	D	$24.18	128,580	D
Common Stock	05/15/2020		M		7,674	A	$0.00	136,254	D
Common Stock	05/15/2020		F		4,085	D	$24.18	132,169	D
Common Stock	05/15/2020		M		53,174	A	$0.00	185,343	D
Common Stock	05/15/2020		F		28,300	D	$24.18	157,043	D
Common Stock								1,240	I	By trusts(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0.00(2)	05/15/2020		M			15,976	05/15/2020	05/15/2020	Common Stock	15,976	$0.00	0	D
Restricted Stock Unit	$0.00(2)	05/15/2020		M			7,674	05/15/2020	05/15/2021	Common Stock	7,674	$0.00	7,674	D
Restricted Stock Unit(3)	$0.00(2)	05/15/2020		M			53,174	05/15/2020	05/15/2020	Common Stock	53,174	$0.00	0	D

Explanation of Responses:

1. Reflects securities held by trusts for the benefit of the Reporting Person's family, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the securities held by the trusts, except to the extent of her pecuniary interest therein.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.

3. On July 5, 2017, this award was granted as 47,856 performance stock units ("PSUs") that had both time- and performance-vesting criteria. The performance-vesting criteria would be satisfied if the Company achieved certain objectives established for each of fiscal 2017, fiscal 2018 and fiscal 2019, as applicable. In February 2018 and 2019, the Compensation and Benefits Committee of the Company's Board of Directors certified that the performance criteria established in connection with the third of the award relating to fiscal 2017 and fiscal 2018, respectively, had been satisfied at the "maximum" level of achievement of 166.67%. Accordingly, those parts of the award converted from PSUs to RSUs. The time-vesting criteria for such RSUs was satisfied on May 15, 2020. The performance-vesting criteria for the fiscal 2019 performance year was not satisfied and therefore had a 0% level of achievement.

Remarks:

	/s/ Roxanne Tingir,as Attorney-in-Fact for Mindy F. Grossman	05/19/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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