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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/16/2020 |
3. Issuer Name and Ticker or Trading Symbol
WW INTERNATIONAL, INC. [ WW ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |