SEC FORM 4

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SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Haag Nicole

(Last)

(First)

(Middle)

18 WEST 18TH STREET 7TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

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)
	Corp Controller Prin Acct Off

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2025		M		1,049⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾⁽³⁾	13,043	D
Common Stock	06/24/2025		M		3,286⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾⁽³⁾	16,329	D
Common Stock	06/24/2025		M		10,529⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾⁽³⁾	26,858	D
Common Stock	06/24/2025		M		35,000⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾⁽³⁾	61,858	D
Common Stock	06/24/2025		F		17,978⁽⁴⁾	D	$0.307	43,880	D
Common Stock	06/24/2025		D		43,880⁽⁵⁾	D	⁽⁵⁾	0	D
Common Stock	06/24/2025		A		470⁽⁵⁾	A	⁽⁵⁾	470	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾⁽³⁾	06/24/2025		M⁽¹⁾⁽²⁾			1,049⁽¹⁾⁽²⁾	⁽²⁾	11/15/2025	Common Stock	1,049⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0	D
Restricted Stock Unit	⁽¹⁾⁽³⁾	06/24/2025		M⁽¹⁾⁽²⁾			3,286⁽¹⁾⁽²⁾	⁽²⁾	05/15/2026	Common Stock	3,286⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0	D
Restricted Stock Unit	⁽¹⁾⁽³⁾	06/24/2025		M⁽¹⁾⁽²⁾			10,529⁽¹⁾⁽²⁾	⁽²⁾	05/15/2027	Common Stock	10,529⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0	D
Restricted Stock Unit	⁽¹⁾⁽³⁾	06/24/2025		M⁽¹⁾⁽²⁾			35,000⁽¹⁾⁽²⁾	⁽²⁾	08/15/2026	Common Stock	35,000⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. On May 6, 2025, the Issuer and its subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Chapter 11 Cases," and such court, the "Bankruptcy Court"). On June 17, 2025, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Debtors' First Amended Joint Prepackaged Plan of Reorganization, as modified by the Confirmation Order (the "Plan"). On June 24, 2025 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases.

2. Pursuant to the Plan, each unvested Restricted Stock Unit ("RSU") was deemed fully vested and settled immediately prior to the effectiveness of the Plan.

3. Each RSU represents a contingent right to receive one share of Old Common Stock (as defined below).

4. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of the awards described herein.

5. Pursuant to the Plan, on the Effective Date, all outstanding shares of the Issuer's common stock (the "Old Common Stock") were cancelled and extinguished. Pursuant to the Plan, new shares of the Issuer's common stock, no par value (the "New Common Stock") were issued to the Reporting Person on a ratio of 1 share of New Common Stock for approximately every 93 shares of Old Common Stock held by the Reporting Person on the Effective Date. The receipt of shares of New Common Stock was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court.

	/s/ Roxanne Tingir, as Attorney-in-Fact for Nicole Haag	06/26/2025
	** Signature of Reporting Person	Date
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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