FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stark Heather
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/2/2022 

3. Issuer Name and Ticker or Trading Symbol

WW INTERNATIONAL, INC. [WW]
(Last)        (First)        (Middle)

675 AVENUE OF THE AMERICAS, 6TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Interim Principal Fin. Officer /
(Street)

NEW YORK, NY 10010      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3302 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy)  (1)5/16/2032 Common Stock 9450 $7.79 D  
Restricted Stock Unit  (2)10/15/2023 Common Stock 987  (3)D  
Restricted Stock Unit  (4)4/15/2024 Common Stock 752  (3)D  
Restricted Stock Unit  (5)10/15/2024 Common Stock 1284  (3)D  
Restricted Stock Unit  (1)5/16/2025 Common Stock 5276  (3)D  
Restricted Stock Unit  (6)11/15/2025 Common Stock 5276  (3)D  

Explanation of Responses:
(1) These awards granted on May 16, 2022 will vest one-third on each of May 16, 2023, May 16, 2024 and May 16, 2025.
(2) These restricted stock units (part of a grant made on April 15, 2020) will vest one-half on each of April 15, 2023 and October 15, 2023.
(3) Each restricted stock unit represents a contingent right to receive one share of common stock.
(4) These restricted stock units (part of a grant made on April 15, 2021) will vest one-half on each of April 15, 2023 and April 15, 2024.
(5) These restricted stock units (part of a grant made on October 15, 2021) will vest one-half on each of October 15, 2023 and October 15, 2024.
(6) These restricted stock units granted on November 15, 2022 will vest one-third on each of November 15, 2023, November 15, 2024 and November 15, 2025.

Remarks:
See attached Exhibit 24 Limited Power of Attorney of Heather Stark.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Stark Heather
675 AVENUE OF THE AMERICAS
6TH FLOOR
NEW YORK, NY 10010


Interim Principal Fin. Officer

Signatures
/s/ Roxanne Tingir, as Attorney-in-Fact for Heather Stark12/6/2022
**Signature of Reporting PersonDate


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 5(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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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