SEC FORM 4

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^*

WINFREY OPRAH

(Last)

(First)

(Middle)

675 AVENUE OF THE AMERICAS, 6TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value per share	12/07/2020		M⁽¹⁾		98,538	A	$6.97	4,917,471	D
Common Stock, no par value per share	12/07/2020		G⁽¹⁾⁽²⁾		47,689	D	$0.00	4,869,782	D
Common Stock, no par value per share	12/07/2020		G⁽¹⁾⁽²⁾		47,689	A	$0.00	47,689	I	See Footnote⁽³⁾
Common Stock, no par value per share	12/07/2020		S⁽¹⁾		262,021	D	$30.94⁽⁴⁾	4,607,761	D
Common Stock, no par value per share	12/07/2020		S⁽¹⁾		40,032	D	$30.94⁽⁴⁾	7,657	I	See Footnote⁽³⁾
Common Stock, no par value per share	12/07/2020		S⁽¹⁾		47,504	D	$31.87⁽⁵⁾	4,560,257	D
Common Stock, no par value per share	12/07/2020		S⁽¹⁾		7,257	D	$31.87⁽⁵⁾	400	I	See Footnote⁽³⁾
Common Stock, no par value per share	12/07/2020		S⁽¹⁾		2,617	D	$32.67⁽⁶⁾	4,557,640	D
Common Stock, no par value per share	12/07/2020		S⁽¹⁾		400	D	$32.66⁽⁶⁾	0	I	See Footnote⁽³⁾
Common Stock, no par value per share	12/08/2020		M⁽¹⁾		68,481	A	$6.97	4,626,121	D
Common Stock, no par value per share	12/08/2020		G⁽¹⁾⁽²⁾		33,142	D	$0.00	4,592,979	D
Common Stock, no par value per share	12/08/2020		G⁽¹⁾⁽²⁾		33,142	A	$0.00	33,142	I	See Footnote⁽³⁾
Common Stock, no par value per share	12/08/2020		S⁽¹⁾		216,928	D	$30.63⁽⁷⁾	4,376,051	D
Common Stock, no par value per share	12/08/2020		S⁽¹⁾		33,142	D	$30.63⁽⁷⁾	0	I	See Footnote⁽³⁾
Common Stock, no par value per share	12/09/2020		M⁽¹⁾		96,514	A	$6.97	4,472,565	D
Common Stock, no par value per share	12/09/2020		G⁽¹⁾⁽²⁾		46,710	D	$0.00	4,425,855	D
Common Stock, no par value per share	12/09/2020		G⁽¹⁾⁽²⁾		46,710	A	$0.00	46,710	I	See Footnote⁽³⁾
Common Stock, no par value per share	12/09/2020		S⁽¹⁾		210,451	D	$30.41⁽⁸⁾	4,215,404	D
Common Stock, no par value per share	12/09/2020		S⁽¹⁾		32,153	D	$30.41⁽⁸⁾	14,557	I	See Footnote⁽³⁾
Common Stock, no par value per share	12/09/2020		S⁽¹⁾		95,280	D	$31.3⁽⁹⁾	4,120,124	D
Common Stock, no par value per share	12/09/2020		S⁽¹⁾		14,557	D	$31.3⁽⁹⁾	0	I	See Footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$6.97	12/07/2020		M⁽¹⁾			98,538	11/16/2015	10/18/2025	Common Stock, no par value per share	98,538	$0.00	1,713,042	D
Stock Options (right to buy)	$6.97	12/08/2020		M⁽¹⁾			68,481	11/16/2015	10/18/2025	Common Stock, no par value per share	68,481	$0.00	1,644,561	D
Stock Options (right to buy)	$6.97	12/09/2020		M⁽¹⁾			96,514	11/16/2015	10/18/2025	Common Stock, no par value per share	96,514	$0.00	1,548,047	D

Explanation of Responses:

1. Reflects transactions effected pursuant to a Rule 10b5-1 trading plan.

2. Reflects shares transferred by the Reporting Person as a gift to The Oprah Winfrey Charitable Foundation (the "Foundation").

3. Reflects shares held directly by the Foundation, over which the Reporting Person may be deemed to have investment power. The Reporting Person disclaims beneficial ownership over the shares held by the Foundation. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person states that the inclusion of these shares in this report shall not be deemed an admission by the Reporting Person that she is the beneficial owner of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $30.53 to $31.52, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $31.525 to $32.52, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $32.53 to $32.985, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $30.29 to $31.14, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $30.06 to $31.05, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $31.06 to $31.53, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

Remarks:

	/s/ Roxanne Tingir, as Attorney-in-Fact for Oprah Winfrey	12/09/2020
	** 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 4 (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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