Sec Form 4 Filing - Pollier-Bousquet Corinne @ WEIGHT WATCHERS INTERNATIONAL INC - 2019-02-25

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 Pollier-Bousquet Corinne 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) President, International (Last) (First) (Middle) 675 AVENUE OF THE AMERICAS, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2019 (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

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 Restricted Stock Unit ( 1 ) $ 0 ( 2 ) 02/25/2019 A 17,403 05/16/2019 05/16/2019 Common Stock 17,403 $ 0 17,403 D Restricted Stock Unit ( 3 ) $ 0 ( 2 ) 02/25/2019 A 4,020 05/15/2020 05/15/2020 Common Stock 4,020 $ 0 8,040 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pollier-Bousquet Corinne 675 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY10010 President, International Signatures /s/ Roxanne Tingir, as Attorney-In-Fact for Corinne Pollier-Bousquet 02/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 16, 2016, this award was granted as 10,442 performance stock units ("PSUs") that have both time- and performance-vesting criteria. The performance-vesting criteria would be satisfied if the Company achieved a certain objective as of December 29, 2018. On February 25, 2019, the Compensation and Benefits Committee of the Company's Board of Directors (the "Compensation Committee") certified that the performance criteria established had been satisfied at the "maximum" level of achievement of 166.67%. Accordingly, the award converted from PSUs to Restricted Stock Units ("RSUs") that remain subject to the time-vesting criteria. ( 2 )Each RSU represents a contingent right to receive one share of common stock. ( 3 )On May 15, 2017, this award was granted as 7,237 PSUs that have both time- and performance-vesting criteria. The performance-vesting criteria will be satisfied if the Company has achieved certain objectives established for each of fiscal 2017, fiscal 2018 and fiscal 2019, as applicable. On February 25, 2019, the Compensation Committee certified that the performance criteria established in connection with the third of the award relating to fiscal 2018 had been satisfied at the "maximum" level of achievement of 166.67%. Accordingly, that part of the award converted from PSUs to RSUs that remain subject to the time-vesting criteria.

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