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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X

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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former Pres & CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2022

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	03/18/2022		M		24,911	A	$0.00	290,597	D
Common Stock	03/18/2022		F		8,981	D	$10.35	281,616	D
Common Stock	03/18/2022		M		28,353	A	$0.00	309,969	D
Common Stock	03/18/2022		F		10,222	D	$10.35	299,747	D
Common Stock	03/18/2022		M		18,217	A	$0.00	317,964	D
Common Stock	03/18/2022		F		6,568	D	$10.35	311,396	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)	03/18/2022		M			24,911	03/18/2022(3)	03/18/2022(3)	Common Stock	24,911	$0.00	0(4)	D
Restricted Stock Unit	$0.00(2)	03/18/2022		M			28,353	03/18/2022(3)	03/18/2022(3)	Common Stock	28,353	$0.00	0(4)	D
Restricted Stock Unit	$0.00(2)	03/18/2022		M			18,217	03/18/2022(3)	03/18/2022(3)	Common Stock	18,217	$0.00	0(4)	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. The vesting of such Restricted Stock Units was accelerated to March 18, 2022 pursuant to the Reporting Person's previously disclosed Separation Agreement.

4. Any and all portions of the underlying equity award scheduled to vest in the ordinary course after April 15, 2022 were forfeited as of September 28, 2021 pursuant to the Reporting Person's previously disclosed Separation Agreement.

Remarks:

	/s/ Roxanne Tingir, as Attorney-in-Fact for Mindy F. Grossman	03/22/2022
	** 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).
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