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^*

Pollier-Bousquet Corinne

(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)
12/29/2013

3. Issuer Name and Ticker or Trading Symbol
WEIGHT WATCHERS INTERNATIONAL INC [ WTW ]

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

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

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	784	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)	03/26/2013⁽¹⁾	03/26/2020	Common Stock	11,250	$25.76	D
Non-Qualified Stock Option (right to buy)	03/25/2014⁽²⁾	03/25/2021	Common Stock	5,025	$63.59	D
Non-Qualified Stock Option (right to buy)	05/15/2015⁽³⁾	05/15/2022	Common Stock	4,704	$57.69	D
Non-Qualified Stock Option (right to buy)	11/15/2015⁽⁴⁾	11/15/2022	Common Stock	5,043	$56.36	D
Non-Qualified Stock Option (right to buy)	05/15/2016⁽⁵⁾	05/15/2023	Common Stock	12,923	$44.53	D
Non-Qualified Stock Option (right to buy)	11/15/2016⁽⁶⁾	11/15/2023	Common Stock	12,573	$33.34	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	12/12/2018	Common Stock	26,522	$32.65	D
Restricted Stock Unit Award	03/25/2014⁽⁸⁾	03/25/2014	Common Stock	1,256	$0⁽⁹⁾	D
Restricted Stock Unit Award	05/15/2015⁽¹⁰⁾	05/15/2015	Common Stock	481	$0⁽⁹⁾	D
Restricted Stock Unit Award	11/15/2015⁽¹¹⁾	11/15/2015	Common Stock	516	$0⁽⁹⁾	D
Restricted Stock Unit Award	05/15/2016⁽¹²⁾	05/15/2016	Common Stock	1,338	$0⁽⁹⁾	D
Restricted Stock Unit Award	11/15/2016⁽¹³⁾	11/15/2016	Common Stock	1,693	$0⁽⁹⁾	D

Explanation of Responses:

1. Non-qualified stock options granted on March 26, 2010 vested 100% on the third-year anniversary of the grant date.

2. Non-qualified stock options granted on March 25, 2011 will vest 100% on the third-year anniversary of the grant date.

3. Non-qualified stock options granted on May 15, 2012 will vest 100% on the third-year anniversary of the grant date.

4. Non-qualified stock options granted on November 15, 2012 will vest 100% on the third-year anniversary of the grant date.

5. Non-qualified stock options granted on May 15, 2013 will vest 100% on the third-year anniversary of the grant date.

6. Non-qualified stock options granted on November 15, 2013 will vest 100% on the third-year anniversary of the grant date.

7. The time vesting criteria will fully vest on December 12, 2016, the third anniversary of the grant date. The performance-vesting criteria will fully vest in 20% increments upon Weight Watchers International, Inc. achieving an average closing stock price of its common stock on the New York Stock Exchange (or other national securities exchange) for the 20 consecutive preceding trading days that is equal to or greater than (i) 150% of the exercise price, (ii) 175% of the exercise price, (iii) 200% of the exercise price, (iv) 225% of the exercise price and (v) 250% of the exercise price.

8. Restricted Stock Units granted on March 25, 2011 will vest 100% on the third-year anniversary of the grant date.

9. Each Restricted Stock Unit represents a contingent right to receive one share of common stock.

10. Restricted Stock Units granted on May 15, 2012 will vest 100% on the third-year anniversary of the grant date.

11. Restricted Stock Units granted on November 15, 2012 will vest 100% on the third-year anniversary of the grant date.

12. Restricted Stock Units granted on May 15, 2013 will vest 100% on the third-year anniversary of the grant date.

13. Restricted Stock Units granted on November 15, 2013 will vest 100% on the third-year anniversary of the grant date.

Remarks:

See attached EX-24 Power of Attorney of Corinne Pollier-Bousquet.

	/s/ Stephanie Delavale, as Attorney-In-Fact for Corinne Pollier-Bousquet	01/06/2014
	** 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).
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