Statement of Changes in Beneficial Ownership (4)
May 11 2023 - 5:38PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
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1. Name and Address of Reporting Person
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Westend S.A. |
2. Issuer Name and Ticker or Trading Symbol
WW INTERNATIONAL, INC.
[
WW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
VALLEY PARK, 44,, RUE DE LA VALLEE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/10/2023 |
(Street)
LUXEMBOURG, N4 L-2661 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/10/2023 | | S | | 14818300 | D | $7.15 | 0 | I | See footnotes (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The shares were held directly by Artal Luxembourg S.A. The parent company of Artal Luxembourg S.A. is Artal International S.C.A. Artal International Management S.A. is the managing partner of Artal International S.C.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend. Mr. Amaury Wittouck is the sole member of the Board of Stichting Administratiekantoor Westend. |
(2) | Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Westend S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
| X |
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Wittouck Amaury VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
| X |
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Artal Luxembourg S. A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
| X |
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Artal International S.C.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
| X |
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Artal International Management S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
| X |
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Artal Group S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
| X |
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Stichting Administratiekantoor Westend CLAUDE DEBUSSYLAAN, 46 AMSTERDAM, P7 1082 MD |
| X |
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Signatures
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WESTEND S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director | | 5/11/2023 |
**Signature of Reporting Person | Date |
ARTAL LUXEMBOURG S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director | | 5/11/2023 |
**Signature of Reporting Person | Date |
ARTAL INTERNATIONAL S.C.A., By: Artal International Management S.A., its Managing Partner, By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director | | 5/11/2023 |
**Signature of Reporting Person | Date |
ARTAL INTERNATIONAL MANAGEMENT S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director | | 5/11/2023 |
**Signature of Reporting Person | Date |
ARTAL GROUP S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Authorized Person | | 5/11/2023 |
**Signature of Reporting Person | Date |
STICHTING ADMINISTRATIEKANTOOR WESTEND, By: /s/ Amaury Wittouck, Name: Amaury Wittouck, Title: Sole Member of the Board | | 5/11/2023 |
**Signature of Reporting Person | Date |
/s/ Amaury Wittouck | | 5/11/2023 |
**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). |
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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