Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Information to Be Included in Statements
Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
WW INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
98262P101
(CUSIP Number)
Oprah Winfrey
c/o Harpo, Inc.
1041 North Formosa Avenue
West Hollywood, CA 90046
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 6, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 9826P101 |
| 1. | Names of Reporting Persons: Oprah Winfrey | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only: | |
| 4. | Source of Funds (See Instructions): PF | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | ¨ |
| 6. | Citizenship or Place of Organization: United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | ||
| 7. | Sole Voting Power: | 10,805,772 | ||
| 8. | Shared Voting Power: | 0 | ||
| 9. | Sole Dispositive Power: | 10,805,772 | ||
| 10. | Shared Dispositive Power: | 0 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 10,805,772 | |||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions): | ¨ | ||
| 13. | Percent of Class Represented by Amount in Row 11: 14.8% | |||
| 14. | Type of Reporting Person (See Instructions): IN | |||
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| CUSIP No. 9826P101 |
| ITEM 1. | SECURITY AND ISSUER |
This Amendment No. 3 on Schedule 13D/A relates to common stock, no par value (the “Common Stock”), of WW International, Inc. (the “Issuer”). The principal executive office of the Issuer is located at 675 Avenue of the Americas, 6th Floor, New York, New York 10010.
| ITEM 2. | IDENTITY AND BACKGROUND |
| (a) | Name: |
This Amendment No. 3 on Schedule 13D/A is being filed by Oprah Winfrey.
| (b) | Residence or Business Address: |
The business address of Ms. Winfrey is c/o Harpo, Inc., 1041 North Formosa Avenue, West Hollywood, CA 90046.
| (c) | Present Principal Occupation or Employment: |
Ms. Winfrey is the Chairman and Chief Executive Officer of the Oprah Winfrey Network, a cable network. The principal business address of the Oprah Winfrey Network is 1041 N Formosa Ave, West Hollywood, CA 90046.
| (d) | Criminal Convictions: |
During the last five years, Ms. Winfrey has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
| (e) | Civil Proceedings: |
During the last five years, Ms. Winfrey has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| (f) | Citizenship: |
Ms. Winfrey is a citizen of the United States.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
On December 15, 2019, the Issuer granted a fully vested option, pursuant to an option agreement, to purchase 3,276,484 shares of Common Stock to Ms. Winfrey, a director of the Issuer, subject to approval by the Issuer’s shareholders. The option grant was made in consideration of Ms. Winfrey entering into an amendment to her Strategic Collaboration Agreement with the Issuer on December 15, 2019 and the performance of her obligations thereunder. The option is exercisable at a price of $38.84 per share and may be exercised prior to November 30, 2025. The above-referenced option agreement was approved by the Issuer’s shareholders on May 6, 2020.
On March 30, 2020, Ms. Winfrey was granted 1,128 restricted shares of Common Stock by the Issuer as part of the Issuer’s regular quarterly grant of securities to its non-executive directors.
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| CUSIP No. 9826P101 |
| ITEM 4. | PURPOSE OF TRANSACTION |
Ms. Winfrey may buy or sell shares of Common Stock in the future.
Except as described above, other than pursuant to her activities as a director of the Issuer, Ms. Winfrey does not have any current plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of the securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any similar action to those enumerated above.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) | Aggregate Beneficial Ownership: |
As of May 6, 2020, Ms. Winfrey beneficially owns (a) 5,421,207 shares of shares of Common Stock held directly by Ms. Winfrey and (b) 5,384,565 shares of Common Stock underlying options which are currently exercisable. The foregoing represents 14.8% of the total issued and outstanding Common Stock, based on there being 67,534,812 shares of Common Stock issued and outstanding as of April 21, 2020 (as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on April 28, 2020).
| (b) | Power to Vote and Dispose of the Issuer Shares: |
As of May 6, 2020, Ms. Winfrey has sole voting and dispositive power over (a) 5,421,207 shares of shares of Common Stock held directly by Ms. Winfrey and (b) 5,384,565 shares of Common Stock underlying options which are currently exercisable.
| (c) | Transactions Effected During the Past 60 Days: |
Except as described in Item 3, Ms. Winfrey has not effected any transactions in the Common Stock during the past 60 days.
| (d) | Right of Others to Receive Dividends or Proceeds of Sale: |
None.
| (e) | Date Ceased to be the Beneficial Owner of More Than Five Percent: |
Not Applicable.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
On October 18, 2015, Ms. Winfrey entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with the Issuer, pursuant to which the Issuer issued and sold to Ms. Winfrey an aggregate of 6,362,103 shares (the “Purchased Shares”) of the Issuer’s Common Stock at a price per share of $6.79 for an aggregate purchase price of $43,198,679. The transactions contemplated by the Share Purchase Agreement closed on October 19, 2015. 954,315 of the Purchased Shares were subsequently sold in March 2018.
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| CUSIP No. 9826P101 |
Pursuant to the terms of the Share Purchase Agreement, Ms. Winfrey granted the Issuer a right of first offer to purchase any Purchased Shares or Option Shares (as defined below) that Ms. Winfrey proposes to transfer (other than a Permitted Transfer) equal to one percent (1%) or more of the Issuer’s issued and outstanding shares of Common Stock (“Threshold Block”), in certain public market transactions.
Pursuant to the terms of the Share Purchase Agreement, Ms. Winfrey granted the Issuer a right of first refusal to purchase any shares of Common Stock that Ms. Winfrey proposes to transfer equal to (i) a Threshold Block, in a transaction or series of related transactions, to a person whom the Issuer reasonably determines is a direct or indirect competitor of the Issuer or (ii) five percent (5%) or more of the Issuer’s issued and outstanding shares of Common Stock, in a transaction or series of related transactions, to any person. The foregoing description of the Share Purchase Agreement is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is listed as Exhibit 1 and is incorporated by reference herein.
In consideration of Ms. Winfrey entering into a Strategic Collaboration Agreement with the Issuer and the performance of Ms. Winfrey’s obligations therein, on October 18, 2015, the Issuer granted Ms. Winfrey a fully vested option (the “Option”) to purchase 3,513,468 shares of Common Stock (the “Option Shares”). The Option is exercisable at a price of $6.97 per share. The Option vested immediately and terminates on the tenth anniversary of the Option grant date. The Option will terminate prior to the ten-year anniversary under certain circumstances, including if (i) the Strategic Collaboration Agreement expires as a result of Ms. Winfrey’s decision not to renew the term of such agreement and (ii) a change in control (as defined in the Issuer’s 2014 Stock Incentive Plan) of the Issuer occurs. The foregoing description is qualified in its entirety by reference to the option agreement, a copy of which is listed as Exhibit 2 and is incorporated by reference herein. The Option was subsequently exercised as to 1,405,387 Option Shares, which Option Shares were sold in March 2018.
On December 15, 2019, Ms. Winfrey and the Issuer entered into an amendment of the Strategic Collaboration Agreement (as amended from time to time, the “Strategic Collaboration Agreement”). In connection with the amendment of the Strategic Collaboration Agreement, the Issuer agreed to issue to Ms. Winfrey a fully vested option (the “New Option”) to purchase 3,276,484 shares of Common Stock at an exercise price of $38.84 per share, subject to stockholder approval. Stockholder approval was obtained on May 6, 2020. The New Option may be exercised prior to November 30, 2025.
Subject to certain limited exceptions, the shares of Common Stock underlying the New Option (the “Option Shares”) generally may not be transferred by Ms. Winfrey until August 31, 2021. Thereafter, Ms. Winfrey generally may transfer up to 759,456 of the aggregate number of Option Shares on or after August 31, 2021, up to 1,518,911 of the aggregate number of Option Shares on or after June 30, 2022, up to 2,278,366 of the aggregate number of Option Shares on or after April 30, 2023 and up to 2,658,094 of the aggregate number of Option Shares on or after April 30, 2024. On or after May 31, 2025, Ms. Winfrey will be permitted to transfer all of the Option Shares. Such transfer restrictions terminate if Ms. Winfrey has the right to be nominated as a director and has met certain eligibility requirements under the Amended Share Purchase Agreement (as defined below), but is not elected as a director of the Issuer at any time prior to January 1, 2023, or if there is a change of control of the Issuer. The foregoing description is qualified in its entirety by reference to the Option Agreement, a copy of which is listed as Exhibit 4 and is incorporated by reference herein.
On December 15, 2019, Ms. Winfrey and the Issuer entered into an amendment to the Share Purchase Agreement (the “Amended Share Purchase Agreement”). Initially, the Share Purchase Agreement provided Ms. Winfrey with the right to be nominated as director of the Issuer for so long as she and certain permitted transferees own at least 3% of the Issuer’s issued and outstanding Common Stock. The Amended Share Purchase Agreement provides Ms. Winfrey with the right to be nominated as director of the Issuer through and until January 1, 2023. Ms. Winfrey will not be required to resign as a director at such time. The foregoing description of the Amended Share Purchase Agreement is qualified in its entirety by reference to the Amended Share Purchase Agreement, a copy of which is listed as Exhibit 3 and is incorporated by reference herein.
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| CUSIP No. 9826P101 |
Other than the arrangements described in this Amendment No. 3 on Schedule 13D, Ms. Winfrey has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit | Description | |
| 1 | Share Purchase Agreement, dated October 18, 2015, between WW International, Inc. and Oprah Winfrey. (Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K dated October 18, 2015) | |
| 2 | Option Agreement, dated October 18, 2015, between WW International, Inc. and Oprah Winfrey. (Incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K dated October 18, 2015) | |
| 3 | Amendment to Share Purchase Agreement, dated as of December 15, 2019, between WW International, Inc. and Oprah Winfrey. (Incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K dated December 15, 2019) | |
| 4 | Option Agreement, dated December 15, 2019, between WW International, Inc. and Oprah Winfrey. (Incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K dated December 15, 2019) |
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| CUSIP No. 9826P101 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| May 8, 2020 | ||
| (Date) | ||
| /s/ Oprah Winfrey | ||
| (Signature) | ||
| Oprah Winfrey | ||
| (Na me) | ||
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