Sec Form 4 Filing - WINFREY OPRAH @ WW INTERNATIONAL, INC. - 2020-12-10

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 WINFREY OPRAH 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) (Last) (First) (Middle) 675 AVENUE OF THE AMERICAS, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2020 (Street) NEW YORK, NY10010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 12/10/2020 M( 1 ) 82,058 A $ 6.97 4,202,182 D Common Stock, no par value per share 12/10/2020 G( 1 )( 2 ) 38,635 D $ 0 4,163,547 D Common Stock, no par value per share 12/10/2020 G( 1 )( 2 ) 38,635 A $ 0 38,635 I See Footnote ( 3 ) Common Stock, no par value per share 12/10/2020 S( 1 ) 258,501 D $ 29.92 ( 4 ) 3,905,046 D Common Stock, no par value per share 12/10/2020 S( 1 ) 38,251 D $ 29.92 ( 4 ) 384 I See Footnote ( 3 ) Common Stock, no par value per share 12/10/2020 S( 1 ) 2,516 D $ 30.36 ( 5 ) 3,902,530 D Common Stock, no par value per share 12/10/2020 S( 1 ) 384 D $ 30.4 ( 5 ) 0 I See Footnote ( 3 ) Common Stock, no par value per share 12/11/2020 M( 1 ) 22,225 A $ 6.97 3,924,755 D Common Stock, no par value per share 12/11/2020 G( 1 )( 2 ) 10,422 D $ 0 3,914,333 D Common Stock, no par value per share 12/11/2020 G( 1 )( 2 ) 10,422 A $ 0 10,422 I See Footnote ( 3 ) Common Stock, no par value per share 12/11/2020 S( 1 ) 55,632 D $ 28.93 ( 6 ) 3,858,701 D Common Stock, no par value per share 12/11/2020 S( 1 ) 8,196 D $ 28.93 ( 6 ) 2,226 I See Footnote ( 3 ) Common Stock, no par value per share 12/11/2020 S( 1 ) 15,106 D $ 29.48 ( 7 ) 3,843,595 D Common Stock, no par value per share 12/11/2020 S( 1 ) 2,226 D $ 29.47 ( 7 ) 0 I See Footnote ( 3 ) Common Stock, no par value per share 12/14/2020 M( 1 ) 57,206 A $ 6.97 3,900,801 D Common Stock, no par value per share 12/14/2020 G( 1 )( 2 ) 26,825 D $ 0 3,873,976 D Common Stock, no par value per share 12/14/2020 G( 1 )( 2 ) 26,825 A $ 0 26,825 I See Footnote ( 3 ) Common Stock, no par value per share 12/14/2020 S( 1 ) 181,550 D $ 29.46 ( 8 ) 3,692,426 D Common Stock, no par value per share 12/14/2020 S( 1 ) 26,748 D $ 29.46 ( 8 ) 77 I See Footnote ( 3 ) Common Stock, no par value per share 12/14/2020 S( 1 ) 523 D $ 29.86 ( 9 ) 3,691,903 D Common Stock, no par value per share 12/14/2020 S( 1 ) 77 D $ 29.87 ( 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 (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 Stock Options (right to buy) $ 6.97 12/10/2020 M( 1 ) 82,058 11/16/2015 10/18/2025 Common Stock, no par value per share 82,058 $ 0 1,465,989 D Stock Options (right to buy) $ 6.97 12/11/2020 M( 1 ) 22,225 11/16/2015 10/18/2025 Common Stock, no par value per share 22,225 $ 0 1,443,764 D Stock Options (right to buy) $ 6.97 12/14/2020 M( 1 ) 57,206 11/16/2015 10/18/2025 Common Stock, no par value per share 57,206 $ 0 1,386,558 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WINFREY OPRAH 675 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY10010 X X Signatures /s/ Roxanne Tingir, as Attorney-in-Fact for Oprah Winfrey 12/14/2020 Signature of Reporting Person Date

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 $29.33 to $30.31, 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 $30.345 to $30.405, 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 $28.36 to $29.35, 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 $29.36 to $29.885, 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 $28.85 to $29.84, 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 $29.85 to $29.87, 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.

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).

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