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)
04/15/2021

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	04/15/2021		M		24,911	A	$0.00	229,185	D
Common Stock	04/15/2021		F		8,463	D	$28.82	220,722	D
Common Stock	04/15/2021		M		28,352	A	$0.00	249,074	D
Common Stock	04/15/2021		F		12,429	D	$28.82	236,645	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
Non-Qualified Stock Option (Right to Buy)	$29.43	04/15/2021		A		99,477		04/15/2024	04/15/2031	Common Stock	99,477	$0.00	99,477	D
Restricted Stock Unit	$0.00(2)	04/15/2021		A		54,651		(3)	04/15/2024	Common Stock	54,651	$0.00	54,651	D
Restricted Stock Unit	$0.00(2)	04/15/2021		M			24,911	04/15/2021	10/15/2022	Common Stock	24,911	$0.00	74,734	D
Restricted Stock Unit	$0.00(2)	04/15/2021		M			28,352	04/15/2021	10/15/2023	Common Stock	28,352	$0.00	141,764	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 represents a contingent right to receive one share of common stock.

3. Restricted Stock Units granted on April 15, 2021 will vest one-third on each of April 15, 2022, April 15, 2023 and April 15, 2024.

Remarks:

	/s/ Roxanne Tingir, as Attorney-in-Fact for Mindy F. Grossman	04/19/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.