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^*

Haag Nicole

(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)
08/24/2023

3. Issuer Name and Ticker or Trading Symbol
WW 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)
	Corp Controller Prin Acct Off

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)

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)	⁽¹⁾	05/16/2032	Common Stock	5,635	$7.79	D
Restricted Stock Unit	⁽²⁾	10/15/2023	Common Stock	716	⁽³⁾	D
Restricted Stock Unit	⁽⁴⁾	04/15/2024	Common Stock	460	⁽³⁾	D
Restricted Stock Unit	⁽⁵⁾	10/15/2024	Common Stock	1,557	⁽³⁾	D
Restricted Stock Unit	⁽⁶⁾	05/16/2025	Common Stock	2,097	⁽³⁾	D
Restricted Stock Unit	⁽⁷⁾	11/15/2025	Common Stock	3,146	⁽³⁾	D
Restricted Stock Unit	⁽⁸⁾	05/15/2026	Common Stock	9,857	⁽³⁾	D

Explanation of Responses:

1. Non-qualified stock options granted on May 16, 2022 vested one-third on May 16, 2023 and the remaining two-thirds will vest one-third on each of May 16, 2024 and May 16, 2025.

2. These restricted stock units (part of a grant made on April 15, 2020) will vest on October 15, 2023.

3. Each restricted stock unit represents a contingent right to receive one share of common stock.

4. These restricted stock units (part of a grant made on April 15, 2021) will vest on April 15, 2024.

5. These restricted stock units (part of a grant made on October 15, 2021) will vest one-half on each of October 15, 2023 and October 15, 2024.

6. These restricted stock units (part of a grant made on May 16, 2022) will vest one-half on each of May 16, 2024 and May 16, 2025.

7. These restricted stock units granted on November 15, 2022 will vest one-third on each of November 15, 2023, November 15, 2024 and November 15, 2025.

8. These restricted stock units granted on May 15, 2023 will vest one-third on each of May 15, 2024, May 15, 2025 and May 15, 2026.

Remarks:

See attached Exhibit 24 Limited Power of Attorney of Nicole Haag

	/s/ Debra Cotter, as Attorney-in-Fact for Nicole Haag	08/31/2023
	** 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.
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