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 * Lemmens Jeanine   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, UK (Last) (First) (Middle) 675 AVENUE OF THE AMERICAS, 6TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 06/22/2015 (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

Employee Stock Option (right to buy)

$ 32.65

06/22/2015

D

22,470

(1)

12/12/2018

Common Stock

22,470

(2)

0

D

Employee Stock Option (right to buy)

$ 21.19

06/22/2015

D

34,536

(3)

04/02/2019

Common Stock

34,536

(2)

0

D

Non-Qualified Stock Option (right to buy)

$ 5.25

06/22/2015

A

28,503

(4)

06/22/2025

Common Stock

28,503

(2)

28,503

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		06/24/2015
**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)	The time vesting criteria is scheduled to fully vest on December 12, 2016, the third anniversary of the grant date. The performance-vesting criteria is scheduled to 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.
(2)	On June 22, 2015, Weight Watchers International, Inc. cancelled, pursuant to its option exchange program, an option for 22,470 shares of common stock and an option for 34,536 shares of common stock previously granted on December 12, 2013 and April 2, 2014, respectively, to the reporting person. In exchange, the reporting person received a replacement option for 28,503 shares of common stock with an exercise price of $5.25 per share.
(3)	The time vesting criteria is scheduled to fully vest on April 2, 2017, the third anniversary of the grant date. The performance-vesting criteria is scheduled to 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.
(4)	Non-qualified stock options granted on June 22, 2015 will vest on the following schedule: 25% on June 22, 2016; 25% on June 22, 2017; and 50% on June 22, 2018.

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