Sec Form 3 Filing - Lysaght Michael @ WW INTERNATIONAL, INC. - 2020-10-16

FORM 3 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 Lysaght Michael 2. Issuer Name and Ticker or Trading Symbol WW INTERNATIONAL, INC. [ WW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Digital Officer (Last) (First) (Middle) 675 AVENUE OF THE AMERICAS, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2020 (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 37,597 D

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 Non-Qualified Stock Option (right to buy) $ 5.25 ( 1 ) 06/22/2025 Common Stock 6,500 D Non-Qualified Stock Option (right to buy) $ 5.25 ( 2 ) 06/22/2025 Common Stock 2,667 D Non-Qualified Stock Option (right to buy) $ 19.97 04/15/2023 04/15/2030 Common Stock 20,273 D Restricted Stock Unit $ 0 ( 4 ) ( 3 ) 11/15/2020 Common Stock 2,014 D Restricted Stock Unit $ 0 ( 4 ) ( 5 ) 05/15/2021 Common Stock 749 D Restricted Stock Unit $ 0 ( 4 ) ( 6 ) 11/15/2021 Common Stock 1,936 D Restricted Stock Unit $ 0 ( 4 ) ( 7 ) 10/15/2022 Common Stock 10,101 D Restricted Stock Unit $ 0 ( 4 ) ( 8 ) 06/14/2022 Common Stock 3,518 D Restricted Stock Unit $ 0 ( 4 ) ( 9 ) 10/15/2023 Common Stock 21,780 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lysaght Michael 675 AVENUE OF THE AMERICAS 6TH FLOOR NEW YORK, NY10010 Chief Digital Officer Signatures /s/ Roxanne Tingir, as Attorney-in-Fact for Michael Lysaght 10/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This non-qualified stock option grant made on June 22, 2015 (of which these non-qualified stock options are a part) vested on the following schedule: 25% on June 22, 2016, 25% on June 22, 2017 and 50% on June 22, 2018. ( 2 )This non-qualified stock option grant made on June 22, 2015 (of which these non-qualified stock options are a part) vested one-third on each of June 22, 2016, June 22, 2017 and June 22, 2018. ( 3 )These restricted stock units (part of a grant made on November 15, 2017) will vest on November 15, 2020. ( 4 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 5 )These restricted stock units (part of a grant made on May 15, 2018) will vest on May 15, 2021. ( 6 )These restricted stock units (part of a grant made on November 15, 2018) will vest one-half on each of November 15, 2020 and November 15, 2021. ( 7 )These restricted stock units (part of a grant made on April 15, 2019) will vest one-fourth on each of the following dates: April 15, 2021, October 15, 2021, April 15, 2022 and October 15, 2022. ( 8 )These restricted stock units (part of a grant made on June 14, 2019) will vest one-half on each of June 14, 2021 and June 14, 2022. ( 9 )Restricted stock units granted on April 15, 2020 will vest one-sixth on each of the following dates: April 15, 2021, October 15, 2021, April 15, 2022, October 15, 2022, April 15, 2023 and October 15, 2023.

Remarks: See attached Exhibit 24 Limited Power of Attorney of Michael Lysaght.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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