WW INTERNATIONAL, INC. — Director's Dealing 2017

May 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEIGHT WATCHERS INTERNATIONAL INC (WTW)
CIK: 0000105319
Period of Report: 2017-05-15

Reporting Person: Hotchkin Nicholas P (CFO & Member, Interim OCEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-15	Common Stock	M	19056	$0.00	Acquired	65632	Direct
2017-05-15	Common Stock	F	7046	$24.58	Disposed	58586	Direct
2017-05-16	Common Stock	M	9462	$0.00	Acquired	68048	Direct
2017-05-16	Common Stock	F	4220	$24.20	Disposed	63828	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Restricted Stock Unit Award	$0.00	A	13744	Acquired	2020-05-15	Common Stock (13744)	Direct
2017-05-15	Restricted Stock Unit Award	$0.00	M	19056	Disposed	2017-05-15	Common Stock (19056)	Direct
2017-05-16	Restricted Stock Unit Award	$0.00	M	9462	Disposed	2019-05-16	Common Stock (9462)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one share of common stock.

F2: Restricted Stock Units granted on May 15, 2017 will vest on the following schedule: one-third on May 15, 2018; one-third on May 15, 2019; and one-third on May 15, 2020.