Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Lemmens Jeanine
 2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2013		 3. Issuer Name and Ticker or Trading Symbol
WEIGHT WATCHERS INTERNATIONAL INC [WTW]
(Last)
(First)
(Middle)
675 AVENUE OF THE AMERICAS, 6TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, UK
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10010		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 965
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   (1) 07/17/2016 Common Stock 1,755 $ 40.72 D  
Non-Qualified Stock Option (right to buy) 03/27/2012(2) 03/27/2019 Common Stock 3,500 $ 19.74 D  
Non-Qualified Stock Option (right to buy) 03/26/2013(3) 03/26/2020 Common Stock 3,000 $ 25.76 D  
Non-Qualified Stock Option (right to buy) 03/25/2014(4) 03/25/2021 Common Stock 1,005 $ 63.59 D  
Non-Qualified Stock Option (right to buy) 05/15/2015(5) 05/15/2022 Common Stock 975 $ 57.69 D  
Non-Qualified Stock Option (right to buy) 11/15/2015(6) 11/15/2022 Common Stock 1,045 $ 56.36 D  
Non-Qualified Stock Option (right to buy) 05/15/2016(7) 05/15/2023 Common Stock 2,356 $ 44.53 D  
Non-Qualified Stock Option (right to buy) 11/15/2016(8) 11/15/2023 Common Stock 3,438 $ 33.34 D  
Non-Qualified Stock Option (right to buy)   (9) 12/12/2018 Common Stock 22,470 $ 32.65 D  
Restricted Stock Unit Award 03/25/2014(10) 03/25/2014 Common Stock 754 $ 0 (11) D  
Restricted Stock Unit Award 05/15/2015(12) 05/15/2015 Common Stock 299 $ 0 (11) D  
Restricted Stock Unit Award 11/15/2015(13) 11/15/2015 Common Stock 321 $ 0 (11) D  
Restricted Stock Unit Award 05/15/2016(14) 05/15/2016 Common Stock 732 $ 0 (11) D  
Restricted Stock Unit Award 11/15/2016(15) 11/15/2016 Common Stock 463 $ 0 (11) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lemmens Jeanine
675 AVENUE OF THE AMERICAS, 6TH FLOOR
NEW YORK, NY 10010		       President, UK  

Signatures

/s/ Stephanie Delavale, as Attorney-In-Fact for Jeanine Lemmens 01/06/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Non-qualified stock options granted on July 17, 2006 vested 20% per year over five years on each anniversary of the grant date.
(2) Non-qualified stock options granted on March 27, 2009 vested 100% on the third-year anniversary of the grant date.
(3) Non-qualified stock options granted on March 26, 2010 vested 100% on the third-year anniversary of the grant date.
(4) Non-qualified stock options granted on March 25, 2011 will vest 100% on the third-year anniversary of the grant date.
(5) Non-qualified stock options granted on May 15, 2012 will vest 100% on the third-year anniversary of the grant date.
(6) Non-qualified stock options granted on November 15, 2012 will vest 100% on the third-year anniversary of the grant date.
(7) Non-qualified stock options granted on May 15, 2013 will vest 100% on the third-year anniversary of the grant date.
(8) Non-qualified stock options granted on November 15, 2013 will vest 100% on the third-year anniversary of the grant date.
(9) The time vesting criteria will fully vest on December 12, 2016, the third anniversary of the grant date. The performance-vesting criteria will 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.
(10) Restricted Stock Units granted on March 25, 2011 will vest 100% on the third-year anniversary of the grant date.
(11) Each Restricted Stock Unit represents a contingent right to receive one share of common stock.
(12) Restricted Stock Units granted on May 15, 2012 will vest 100% on the third-year anniversary of the grant date.
(13) Restricted Stock Units granted on November 15, 2012 will vest 100% on the third-year anniversary of the grant date.
(14) Restricted Stock Units granted on May 15, 2013 will vest 100% on the third-year anniversary of the grant date.
(15) Restricted Stock Units granted on November 15, 2013 will vest 100% on the third-year anniversary of the grant date.
 
Remarks:
See attached EX-24 Power of Attorney of Jeanine Lemmens.

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