WW INTERNATIONAL, INC. — Director's Dealing 2021

Mar 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WW INTERNATIONAL, INC. (WW)
CIK: 0000105319
Period of Report: 2021-03-08

Reporting Person: WINFREY OPRAH (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-08	Common Stock, no par value per share	M	155720	$6.97	Acquired	2539509	Direct
2021-03-08	Common Stock, no par value per share	G	78802	$0.00	Disposed	2460707	Direct
2021-03-08	Common Stock, no par value per share	G	78802	$0.00	Acquired	78802	Indirect
2021-03-08	Common Stock, no par value per share	S	333864	$35.45	Disposed	2126843	Direct
2021-03-08	Common Stock, no par value per share	S	53709	$35.45	Disposed	25093	Indirect
2021-03-08	Common Stock, no par value per share	S	155977	$36.30	Disposed	1970866	Direct
2021-03-08	Common Stock, no par value per share	S	25093	$36.30	Disposed	0	Indirect
2021-03-09	Common Stock, no par value per share	M	77226	$6.97	Acquired	2048092	Direct
2021-03-09	Common Stock, no par value per share	G	39080	$0.00	Disposed	2009012	Direct
2021-03-09	Common Stock, no par value per share	G	39080	$0.00	Acquired	39080	Indirect
2021-03-09	Common Stock, no par value per share	S	242925	$35.32	Disposed	1766087	Direct
2021-03-09	Common Stock, no par value per share	S	39080	$35.32	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-08	Stock Options (right to buy)	$6.97	M	155720	Disposed	2025-10-18	Common Stock, no par value per share (155720)	Direct
2021-03-09	Stock Options (right to buy)	$6.97	M	77226	Disposed	2025-10-18	Common Stock, no par value per share (77226)	Direct

Footnotes

F1: Reflects transactions effected pursuant to a Rule 10b5-1 trading plan.

F2: Reflects shares transferred by the Reporting Person as a gift to The Oprah Winfrey Charitable Foundation (the "Foundation").

F3: 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $35.00 to $35.99, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $36.00 to $36.84, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $35.00 to $35.86, 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.