SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lysaght Michael

(Last)

(First)

(Middle)

675 AVENUE OF THE AMERICAS

6TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2020

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Digital Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	37,597	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	06/22/2025	Common Stock	6,500	5.25	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	06/22/2025	Common Stock	2,667	5.25	D
Non-Qualified Stock Option (right to buy)	04/15/2023	04/15/2030	Common Stock	20,273	19.97	D
Restricted Stock Unit	⁽³⁾	11/15/2020	Common Stock	2,014	0.00⁽⁴⁾	D
Restricted Stock Unit	⁽⁵⁾	05/15/2021	Common Stock	749	0.00⁽⁴⁾	D
Restricted Stock Unit	⁽⁶⁾	11/15/2021	Common Stock	1,936	0.00⁽⁴⁾	D
Restricted Stock Unit	⁽⁷⁾	10/15/2022	Common Stock	10,101	0.00⁽⁴⁾	D
Restricted Stock Unit	⁽⁸⁾	06/14/2022	Common Stock	3,518	0.00⁽⁴⁾	D
Restricted Stock Unit	⁽⁹⁾	10/15/2023	Common Stock	21,780	0.00⁽⁴⁾	D

Explanation of Responses:

1. This non-qualified stock option grant made on June 22, 2015 (of which these non-qualified stock options are a part) vested on the following schedule: 25% on June 22, 2016, 25% on June 22, 2017 and 50% on June 22, 2018.

2. This non-qualified stock option grant made on June 22, 2015 (of which these non-qualified stock options are a part) vested one-third on each of June 22, 2016, June 22, 2017 and June 22, 2018.

3. These restricted stock units (part of a grant made on November 15, 2017) will vest on November 15, 2020.

4. Each restricted stock unit represents a contingent right to receive one share of common stock.

5. These restricted stock units (part of a grant made on May 15, 2018) will vest on May 15, 2021.

6. These restricted stock units (part of a grant made on November 15, 2018) will vest one-half on each of November 15, 2020 and November 15, 2021.

7. These restricted stock units (part of a grant made on April 15, 2019) will vest one-fourth on each of the following dates: April 15, 2021, October 15, 2021, April 15, 2022 and October 15, 2022.

8. These restricted stock units (part of a grant made on June 14, 2019) will vest one-half on each of June 14, 2021 and June 14, 2022.

9. Restricted stock units granted on April 15, 2020 will vest one-sixth on each of the following dates: April 15, 2021, October 15, 2021, April 15, 2022, October 15, 2022, April 15, 2023 and October 15, 2023.

Remarks:

See attached Exhibit 24 Limited Power of Attorney of Michael Lysaght.

	/s/ Roxanne Tingir, as Attorney-in-Fact for Michael Lysaght	10/26/2020
	** 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 5 (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.
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