Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mowbray Stacey
   2. Issuer Name and Ticker or Trading Symbol
WEIGHT WATCHERS INTERNATIONAL INC [WTW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, North America
(Last)
(First)
(Middle)
675 AVENUE OF THE AMERICAS, 6TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/25/2019
(Street)

NEW YORK, NY 10010		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price

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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 Underlying Securities
(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
Restricted Stock Unit (1) $ 0 (2) 02/25/2019   A   15,475   05/16/2019 05/16/2019 Common Stock 15,475 $ 0 15,475 D  
Restricted Stock Unit (3) $ 0 (2) 02/25/2019   A   4,378   05/15/2020 05/15/2020 Common Stock 4,378 $ 0 8,756 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mowbray Stacey
675 AVENUE OF THE AMERICAS, 6TH FLOOR
NEW YORK, NY 10010		       President, North America  

Signatures

 /s/ Roxanne Tingir, as Attorney-In-Fact for Stacey Mowbray   02/27/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On May 16, 2016, this award was granted as 9,285 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.
(2) Each RSU represents a contingent right to receive one share of common stock.
(3) On May 15, 2017, this award was granted as 7,882 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.

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