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^*

Kossover Amy

(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)
06/13/2019

3. Issuer Name and Ticker or Trading Symbol
WEIGHT WATCHERS 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 Accounting 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	14,613	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)	03/25/2014⁽¹⁾	03/25/2021	Common Stock	5,025	$63.59	D
Non-Qualified Stock Option (right to buy)	05/15/2015⁽²⁾	05/15/2022	Common Stock	5,468	$57.69	D
Non-Qualified Stock Option (right to buy)	11/15/2015⁽³⁾	11/15/2022	Common Stock	5,861	$56.36	D
Non-Qualified Stock Option (right to buy)	05/15/2016⁽⁴⁾	05/15/2023	Common Stock	6,222	$44.53	D
Non-Qualified Stock Option (right to buy)	11/15/2016⁽⁵⁾	11/15/2023	Common Stock	6,053	$33.34	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	06/22/2025	Common Stock	15,331	$5.25	D
Restricted Stock Unit Award	⁽⁷⁾	11/15/2019	Common Stock	2,655	$0.00⁽⁸⁾	D
Restricted Stock Unit Award	⁽⁹⁾	05/15/2020	Common Stock	1,192	$0.00⁽⁸⁾	D
Restricted Stock Unit Award	⁽¹⁰⁾	11/15/2020	Common Stock	1,225	$0.00⁽⁸⁾	D
Restricted Stock Unit Award	⁽¹¹⁾	05/15/2021	Common Stock	814	$0.00⁽⁸⁾	D
Restricted Stock Unit Award	⁽¹²⁾	11/15/2021	Common Stock	1,577	$0.00⁽⁸⁾	D
Restricted Stock Unit Award	⁽¹³⁾	10/15/2022	Common Stock	8,167	$0.00⁽⁸⁾	D
Restricted Stock Unit⁽¹⁴⁾	05/15/2020	05/15/2020	Common Stock	3,966	$0.00⁽⁸⁾	D

Explanation of Responses:

1. Non-qualified stock options granted on March 25, 2011 vested 100% on the third anniversary of the grant date.

2. Non-qualified stock options granted on May 15, 2012 vested 100% on the third anniversary of the grant date.

3. Non-qualified stock options granted on November 15, 2012 vested 100% on the third anniversary of the grant date.

4. Non-qualified stock options granted on May 15, 2013 vested 100% on the third anniversary of the grant date.

5. Non-qualified stock options granted on November 15, 2013 vested 100% on the third anniversary of the grant date.

6. Non-qualified stock options granted on June 22, 2015 vested on the following schedule: 25% on June 22, 2016, 25% on June 22, 2017 and 50% on June 22, 2018.

7. These Restricted Stock Units (part of a grant made on November 15, 2016) will vest 100% on November 15, 2019.

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

9. These Restricted Stock Units (part of a grant made on May 15, 2017) will vest 100% on May 15, 2020.

10. These Restricted Stock Units (part of a grant made on November 15, 2017) will vest one-half on each of November 15, 2019 and November 15, 2020.

11. These Restricted Stock Units (part of a grant made on May 15, 2018) will vest one-half on each of May 15, 2020 and May 15, 2021.

12. Restricted Stock Units granted on November 15, 2018 will vest on the following schedule: one-third on November 15, 2019, one-third on November 15, 2020 and one-third on November 15, 2021.

13. Restricted Stock Units granted on April 15, 2019 will vest one-sixth on each of the following dates: April 15, 2020, October 15, 2020, April 15, 2021, October 15, 2021, April 15, 2022 and October 15, 2022.

14. On May 15, 2017, this award was granted as 3,570 performance stock units ("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 26, 2018, the Compensation and Benefits Committee of the Company's Board of Directors certified that the performance criteria established in connection with the third of the award relating to fiscal 2017 had been satisfied at the "maximum" level of achievement of 166.67%. 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, at such times, the respective parts of the award converted from PSUs to Restricted Stock Units that remain subject to the time-vesting criteria.

Remarks:

See attached Exhibit 24 Limited Power of Attorney of Amy Kossover.

	/s/ Roxanne Tingir, as Attorney-in-Fact for Amy Kossover	06/21/2019
	** 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 5 (b)(v).
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