SEC Form 4 · accession 0001209191-19-014312
WW INTERNATIONAL, INC. · WW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Colosi
Officer — General Counsel and Secretary
Period of report
Feb 25, 2019
Accepted (ET)
Feb 27, 2019 · 8:24 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2 | $0.00 | Feb 25, 2019 | A | 18,412 | A | May 16, 2019 | May 16, 2019 | Common Stock | 18,412 | 18,412 | D |
| Restricted Stock UnitF3,F2 | $0.00 | Feb 25, 2019 | A | 4,441 | A | May 15, 2020 | May 15, 2020 | Common Stock | 4,441 | 8,882 | D |
Explanation of responses
- F1On May 16, 2016, this award was granted as 11,047 performance stock units ("PSUs") that have both time- and performance-vesting criteria. The performance-vesting criteria would be satisfied if the Company achieved a certain objective as of December 29, 2018. On February 25, 2019, the Compensation and Benefits Committee of the Company's Board of Directors (the "Compensation Committee") certified that the performance criteria established had been satisfied at the "maximum" level of achievement of 166.67%. Accordingly, the award converted from PSUs to Restricted Stock Units ("RSUs") that remain subject to the time-vesting criteria.
- F2Each RSU represents a contingent right to receive one share of common stock.
- F3On May 15, 2017, this award was granted as 7,996 PSUs that have both time- and performance-vesting criteria. The performance-vesting criteria will be satisfied if the Company has achieved certain objectives established for each of fiscal 2017, fiscal 2018 and fiscal 2019, as applicable. On February 25, 2019, the Compensation Committee certified that the performance criteria established in connection with the third of the award relating to fiscal 2018 had been satisfied at the "maximum" level of achievement of 166.67%. Accordingly, that part of the award converted from PSUs to RSUs that remain subject to the time-vesting criteria.