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^*

MCSORLEY RICHARD

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO, North America

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2003

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⁽¹⁾	07/24/2003		S		6,438	D	$44.1789	61,020	D
Common Stock⁽¹⁾	07/24/2003		M		1,854	A	$4.0375	62,874	D
Common Stock⁽¹⁾	07/24/2003		S		1,854	D	$44.1789	61,020	D
Common Stock⁽¹⁾	07/24/2003		M		3,708	A	$4.0375	64,728	D
Common Stock⁽¹⁾	07/24/2003		S		3,708	D	$44.1789	61,020	D

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)
Non-Qualified Stock Option (right to buy)⁽¹⁾	$4.0375	07/24/2003		M			1,854⁽²⁾	05/07/2001⁽³⁾	05/07/2011	Common Stock	1,854	$44.1789	171,011⁽²⁾	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$4.0375	07/24/2003		M			3,708⁽²⁾	05/07/2001⁽³⁾	05/07/2011	Common Stock	3,708	$44.1789	167,303⁽²⁾	D

Explanation of Responses:

1. The sale is being made pursuant to a previously adopted plan dated May 27, 2003 intended to comply with Rule 10b5-1. The representation regarding my knowledge of material information is as of May 27, 2003. The plan was adopted to diversify my portfolio and for estate planning purposes.

2. Total options include all options granted on May 7, 2001 with the exercise price of $4.0375 and expiration date of May 7, 2011. The total does not include other options granted on January 13, 2003 with the exercise price of $42.27 and expiration date of January 12, 2008 (as previously reported on Form 4).

3. Options for 94,107 shares were granted on May 7, 2001 that vest on the following schedule: 20% on January 16, 2002; 20% on January 16, 2003; 20% on January 16, 2004; 20 % on January 16, 2005; and 20% on January 16, 2006. Options for 188,215 shares were granted on May 7, 2001 that, subject to meeting certain EBITDA targets, vest on the following schedule: 25% on May 7, 2001; 25% on December 28, 2002; 25% on January 3, 2003; 12.5% on January 1, 2004; and 12.5% on December 31, 2005.

	/s/ Richard McSorley	07/28/2003
	** 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).
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