Sec Form 4 Filing - WESTEND SA @ WEIGHT WATCHERS INTERNATIONAL INC - 2012-04-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WESTEND SA 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10-12 AVENUE PASTEUR 3. Date of Earliest Transaction (MM/DD/YY) 04/09/2012 (Street) LUXEMBOURG, N4L-2310 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, no par value per share 04/09/2012 S( 2 ) 9,498,804 ( 2 ) D ( 2 ) $ 82 ( 2 ) 28,749,089 I ( 1 ) By Artal Holdings Sp. z o.o., Succursale de Luxembourg ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WESTEND SA 10-12 AVENUE PASTEUR LUXEMBOURG, N4L-2310 X Stichting Administratiekantoor Westend DE BOELELAAN 7, NL1083 HJ AMSTERDAM THE NETHERLANDS, P7 X Minne Pascal PLACE STE. GUDULE, 19 B-1000 BRUXELLES, C9 X Artal Holdings Sp. z o.o., Succursale de Luxembourg 10-12 AVENUE PASTEUR LUXEMBOURG, N4L-2310 X ARTAL LUXEMBOURG S A 10-12 AVENUE PASTEUR LUXEMBOURG, N4L-2310 X ARTAL INTERNATIONAL SCA 10-12 AVENUE PASTEUR LUXEMBOURG, N4L-2310 X Artal International Management S.A. 10-12 AVENUE PASTEUR LUXEMBOURG, N4L-2310 X ARTAL GROUP S A 10-12 AVENUE PASTEUR LUXEMBOURG, N4L-2310 X Signatures /s/ Pascal Minne, Director, on behalf of Westend S.A. 04/11/2012 Signature of Reporting Person Date /s/ Pascal Minne, Sole Member of the Board, on behalf of Stichting Administratiekantoor Westend 04/11/2012 Signature of Reporting Person Date /s/ Pascal Minne 04/11/2012 Signature of Reporting Person Date /s/ Anne Goffard, Branch Manager, on behalf of Artal Holdings Sp. z o.o., Succursale de Luxembourg 04/11/2012 Signature of Reporting Person Date /s/ Anne Goffard, Managing Director, on behalf of Artal Luxembourg S.A. 04/11/2012 Signature of Reporting Person Date /s/ Anne Goffard, Managing Director of Artal International Management S.A., the Managing Partner of Artal International S.C.A., on behalf of Artal International S.C.A. 04/11/2012 Signature of Reporting Person Date /s/ Anne Goffard, Managing Director, on behalf of Artal International Management S.A. 04/11/2012 Signature of Reporting Person Date /s/ Anne Goffard, Authorized Person, on behalf of Artal Group S.A. 04/11/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Pascal Minne is the sole member of the Board of Stitching Administratiekantoor Westend. Stitching Administratiekantoor Westend is the parent of Westend S.A. Westend S.A., is the parent company of Artal Group S.A. Artal Group S.A. is the parent company of Artal International Management S.A., which is the managing partner of Artal International S.C.A. Artal International S.C.A. is the parent company of Artal Luxembourg S.A. Artal Luxembourg S.A. is the parent company of Artal Holdings Sp. z o.o., Succursale de Luxembourg ("Artal Holdings"). Artal Holdings is the record owner of the shares. Artal Luxembourg S.A. holds an irrevocable proxy with the respect to 15,000,000 of these shares. ( 2 )On March 28, 2012, Weight Watchers International, Inc. ("Weight Watchers") announced the repurchase of 8,780,485 shares of its Common Stock at a purchase price of $82.00 per share pursuant to its "modified Dutch auction" tender offer which expired on March 22, 2012. On April 9, 2012, pursuant to the terms of the Stock Purchase Agreement, dated as of February 14, 2012, by and between Weight Watchers and Artal Holdings entered into in connection with the tender offer, Weight Watchers repurchased 9,498,804 shares of its common stock from Artal Holdings at a purchase price of $82.00 per share, the price established by the tender offer.

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