Pollier-Bousquet Corinne Form 4 WEIGHT WATCHERS INTERNATIONAL / Corinne Pollier-Bousquet 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^*

Pollier-Bousquet Corinne

(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
WEIGHT WATCHERS INTERNATIONAL INC [ WTW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, International

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2019

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

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(1)	$0.00(2)	02/25/2019		A		17,403		05/16/2019	05/16/2019	Common Stock	17,403	$0.00	17,403	D
Restricted Stock Unit(3)	$0.00(2)	02/25/2019		A		4,020		05/15/2020	05/15/2020	Common Stock	4,020	$0.00	8,040	D

Explanation of Responses:

1. On May 16, 2016, this award was granted as 10,442 performance stock units ("PSUs") that have both time- and performance-vesting criteria. The performance-vesting criteria would be satisfied if the Company achieved a certain objective as of December 29, 2018. On February 25, 2019, the Compensation and Benefits Committee of the Company's Board of Directors (the "Compensation Committee") certified that the performance criteria established had been satisfied at the "maximum" level of achievement of 166.67%. Accordingly, the award converted from PSUs to Restricted Stock Units ("RSUs") that remain subject to the time-vesting criteria.

2. Each RSU represents a contingent right to receive one share of common stock.

3. On May 15, 2017, this award was granted as 7,237 PSUs that have both time- and performance-vesting criteria. The performance-vesting criteria will be satisfied if the Company has achieved certain objectives established for each of fiscal 2017, fiscal 2018 and fiscal 2019, as applicable. On February 25, 2019, the Compensation Committee certified that the performance criteria established in connection with the third of the award relating to fiscal 2018 had been satisfied at the "maximum" level of achievement of 166.67%. Accordingly, that part of the award converted from PSUs to RSUs that remain subject to the time-vesting criteria.

Remarks:

	/s/ Roxanne Tingir, as Attorney-In-Fact for Corinne Pollier-Bousquet	02/27/2019
	** 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).
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