Sec Form 4 Filing - Hotchkin Nicholas P @ WEIGHT WATCHERS INTERNATIONAL INC - 2018-08-30

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 Hotchkin Nicholas P 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) CFO & Pres., Emerging Markets (Last) (First) (Middle) 675 AVENUE OF THE AMERICAS, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2018 (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 08/30/2018 M 15,382 A $ 49.4 99,311 D Common Stock 08/30/2018 M 13,308 A $ 56.36 112,619 D Common Stock 08/30/2018 M 23,545 A $ 44.53 136,164 D Common Stock 08/30/2018 M 22,906 A $ 33.34 159,070 D Common Stock 08/30/2018 M 56,325 A $ 5.25 215,395 D Common Stock 08/30/2018 S 54,028 D $ 75.1314 ( 1 ) 161,367 D Common Stock 08/30/2018 S 77,438 D $ 76.0216 ( 2 ) 83,929 D

Table II - Derivative Securities Acquired, Dispose d 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 Non-Qualified Stock Option (right to buy) $ 49.4 08/30/2018 M 15,382 ( 3 ) 08/20/2022 Common Stock 15,382 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 56.36 08/30/2018 M 13,308 ( 4 ) 11/15/2022 Common Stock 13,308 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 44.53 08/30/2018 M 23,545 ( 5 ) 05/15/2023 Common Stock 23,545 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 33.34 08/30/2018 M 22,906 ( 6 ) 11/15/2023 Common Stock 22,906 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 5.25 08/30/2018 M 56,325 ( 7 ) 06/22/2025 Common Stock 56,325 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hotchkin Nicholas P 675 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY10010 CFO & Pres., Emerging Markets Signatures /s/ Stephanie Delavale, as Attorney-In-Fact for Nicholas P. Hotchkin 09/04/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $74.755 to $75.43, inclusive. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the above range. ( 2 )This transaction was executed in multiple trades at prices ranging from $75.51 to 76.48, inclusive. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the above range. ( 3 )The option, representing the right to purchase 15,382 shares, was granted on August 20, 2012 and vested 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, 25% on the third anniversary of the grant date and 25% on the fourth anniversary of the grant date. ( 4 )The option, representing the right to purchase 13,308 shares, was granted on November 15, 2012 and vested 100% on the third anniversary of the grant date. ( 5 )The option, representing the right to purchase 23,545 shares, was granted on May 15, 2013 and vested 100% on the third anniversary of the grant date. ( 6 )The option, representing the right to purchase 22,906 shares, was granted on November 15, 2013 and vested 100% on the third anniversary of the grant date. ( 7 )The option, representing the right to purchase 56,325 shares, was granted on June 22, 2015 and vested 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 50% on the third anniversary of the grant date.

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