SEC Form 4 · accession 0001209191-15-055968
WW INTERNATIONAL, INC. · WW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas P Hotchkin
Officer — CFO
Period of report
Jun 22, 2015
Accepted (ET)
Jun 24, 2015 · 5:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000105319
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2,F1 | $32.65 | Jun 22, 2015 | D | 44,404 | D | — | Dec 12, 2018 | Common Stock | 44,404 | 0 | D |
| Employee Stock Option (right to buy)F2,F3 | $21.19 | Jun 22, 2015 | D | 68,247 | D | — | Apr 2, 2019 | Common Stock | 68,247 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F4 | $5.25 | Jun 22, 2015 | A | 56,325 | A | — | Jun 22, 2025 | Common Stock | 56,325 | 56,325 | D |
Explanation of responses
- F1The time vesting criteria is scheduled to fully vest on December 12, 2016, the third anniversary of the grant date. The performance-vesting criteria is scheduled to fully vest in 20% increments upon Weight Watchers International, Inc. achieving an average closing stock price of its common stock on the New York Stock Exchange (or other national securities exchange) for the 20 consecutive preceding trading days that is equal to or greater than (i) 150% of the exercise price, (ii) 175% of the exercise price, (iii) 200% of the exercise price, (iv) 225% of the exercise price and (v) 250% of the exercise price.
- F2On June 22, 2015, Weight Watchers International, Inc. cancelled, pursuant to its option exchange program, an option for 44,404 shares of common stock and an option for 68,247 shares of common stock previously granted on December 12, 2013 and April 2, 2014, respectively, to the reporting person. In exchange, the reporting person received a replacement option for 56,325 shares of common stock with an exercise price of $5.25 per share.
- F3The time vesting criteria is scheduled to fully vest on April 2, 2017, the third anniversary of the grant date. The performance-vesting criteria is scheduled to fully vest in 20% increments upon Weight Watchers International, Inc. achieving an average closing stock price of its common stock on the New York Stock Exchange (or other national securities exchange) for the 20 consecutive preceding trading days that is equal to or greater than (i) 150% of the exercise price, (ii) 175% of the exercise price, (iii) 200% of the exercise price, (iv) 225% of the exercise price and (v) 250% of the exercise price.
- F4Non-qualified stock options granted on June 22, 2015 will vest on the following schedule: 25% on June 22, 2016; 25% on June 22, 2017; and 50% on June 22, 2018.