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
                                                                                  
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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 *

Hotchkin Nicholas P 		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)
CFO & Pres., Emerging Markets
(Last)          (First)          (Middle)

675 AVENUE OF THE AMERICAS, 6TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/30/2018
(Street)

NEW YORK, NY 10010
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   8/30/2018     M    15382   A $49.40   99311   D    
Common Stock   8/30/2018     M    13308   A $56.36   112619   D    
Common Stock   8/30/2018     M    23545   A $44.53   136164   D    
Common Stock   8/30/2018     M    22906   A $33.34   159070   D    
Common Stock   8/30/2018     M    56325   A $5.25   215395   D    
Common Stock   8/30/2018     S    54028   D $75.1314   (1) 161367   D    
Common Stock   8/30/2018     S    77438   D $76.0216   (2) 83929   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Non-Qualified Stock Option (right to buy)   $49.40   8/30/2018     M         15382      (3) 8/20/2022   Common Stock   15382   $0.00   0   D    
Non-Qualified Stock Option (right to buy)   $56.36   8/30/2018     M         13308      (4) 11/15/2022   Common Stock   13308   $0.00   0   D    
Non-Qualified Stock Option (right to buy)   $44.53   8/30/2018     M         23545      (5) 5/15/2023   Common Stock   23545   $0.00   0   D    
Non-Qualified Stock Option (right to buy)   $33.34   8/30/2018     M         22906      (6) 11/15/2023   Common Stock   22906   $0.00   0   D    
Non-Qualified Stock Option (right to buy)   $5.25   8/30/2018     M         56325      (7) 6/22/2025   Common Stock   56325   $0.00   0   D    

Explanation of Responses:
(1)  This transaction was executed in multiple trades at prices ranging from $74.755 to $75.43, inclusive. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the above range.
(2)  This transaction was executed in multiple trades at prices ranging from $75.51 to 76.48, inclusive. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the above range.
(3)  The option, representing the right to purchase 15,382 shares, was granted on August 20, 2012 and vested 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, 25% on the third anniversary of the grant date and 25% on the fourth anniversary of the grant date.
(4)  The option, representing the right to purchase 13,308 shares, was granted on November 15, 2012 and vested 100% on the third anniversary of the grant date.
(5)  The option, representing the right to purchase 23,545 shares, was granted on May 15, 2013 and vested 100% on the third anniversary of the grant date.
(6)  The option, representing the right to purchase 22,906 shares, was granted on November 15, 2013 and vested 100% on the third anniversary of the grant date.
(7)  The option, representing the right to purchase 56,325 shares, was granted on June 22, 2015 and vested 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 50% on the third anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hotchkin Nicholas P
675 AVENUE OF THE AMERICAS, 6TH FLOOR
NEW YORK, NY 10010

CFO & Pres., Emerging Markets

Signatures
/s/ Stephanie Delavale, as Attorney-In-Fact for Nicholas P. Hotchkin 9/4/2018
** 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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