SEC Form SC 13D/A filed by WW International Inc. (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

 

 

WW INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

98262P101

(CUSIP Number)

Anne Goffard

Westend S.A.

44, Rue de la Vallée

L-2661 Luxembourg

Luxembourg

(+352) 22.42.59-1

Copies to:

Kenneth B. Wallach, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 10, 2023

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box  ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 98262P101

 

(1)		NAMES OF REPORTING PERSONS.     Artal Luxembourg S.A.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS     OO
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     Luxembourg

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0
				(8)		SHARED VOTING POWER     0
				(9)		SOLE DISPOSITIVE POWER     0
				(10)		SHARED DISPOSITIVE POWER     0

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
(12)		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%
(14)		TYPE OF REPORTING PERSON     OO

 

2

CUSIP No. 98262P101

 

(1)		NAMES OF REPORTING PERSONS.     Artal International S.C.A.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS     OO
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     Luxembourg

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0
				(8)		SHARED VOTING POWER     0
				(9)		SOLE DISPOSITIVE POWER     0
				(10)		SHARED DISPOSITIVE POWER     0

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
(12)		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%
(14)		TYPE OF REPORTING PERSON     OO

 

3

CUSIP No. 98262P101

 

(1)		NAMES OF REPORTING PERSONS.     Artal International Management S.A.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS     OO
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     Luxembourg

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0
				(8)		SHARED VOTING POWER     0
				(9)		SOLE DISPOSITIVE POWER     0
				(10)		SHARED DISPOSITIVE POWER     0

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
(12)		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%
(14)		TYPE OF REPORTING PERSON     OO

 

4

CUSIP No. 98262P101

 

(1)		NAMES OF REPORTING PERSONS.     Artal Group S.A.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS     OO
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     Luxembourg

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0
				(8)		SHARED VOTING POWER     0
				(9)		SOLE DISPOSITIVE POWER     0
				(10)		SHARED DISPOSITIVE POWER     0

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
(12)		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%
(14)		TYPE OF REPORTING PERSON     OO

 

5

CUSIP No. 98262P101

 

(1)		NAMES OF REPORTING PERSONS.     Westend S.A.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS     OO
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     Luxembourg

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0
				(8)		SHARED VOTING POWER     0
				(9)		SOLE DISPOSITIVE POWER     0
				(10)		SHARED DISPOSITIVE POWER     0

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
(12)		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%
(14)		TYPE OF REPORTING PERSON     OO

 

6

CUSIP No. 98262P101

 

(1)		NAMES OF REPORTING PERSONS.     Stichting Administratiekantoor Westend
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS     OO
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     The Netherlands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0
				(8)		SHARED VOTING POWER     0
				(9)		SOLE DISPOSITIVE POWER     0
				(10)		SHARED DISPOSITIVE POWER     0

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
(12)		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%
(14)		TYPE OF REPORTING PERSON     OO

 

7

CUSIP No. 98262P101

 

(1)		NAMES OF REPORTING PERSONS.     Mr. Amaury Wittouck
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS     OO
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     Belgium

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0
				(8)		SHARED VOTING POWER     0
				(9)		SOLE DISPOSITIVE POWER     0
				(10)		SHARED DISPOSITIVE POWER     0

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
(12)		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%
(14)		TYPE OF REPORTING PERSON     IN

 

8

EXPLANATORY NOTE

Westend S.A. (“Westend”), Stichting Administratiekantoor Westend (the “Stichting”) and Artal International Management S.A. (“Artal International Management”) (collectively, the “Initial Reporting Persons”), Artal Group S.A., Artal International S.C.A., Artal Luxembourg S.A. and Mr. Amaury Wittouck (together with the Initial Reporting Persons, the “Reporting Persons”), hereby amend, as set forth below, the Statement on Schedule 13D filed by the Initial Reporting Persons with the Securities and Exchange Commission on March 18, 2004, as amended by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on March 15, 2006, Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on December 19, 2006, Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on February 2, 2007, Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission on March 31, 2009, Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on March 7, 2011, Amendment No. 6 to Schedule 13D filed with the Securities and Exchange Commission on June 1, 2011, Amendment No. 7 to Schedule 13D filed with the Securities and Exchange Commission on February 16, 2012, Amendment No. 8 to Schedule 13D filed with the Securities and Exchange Commission on April 11, 2012, Amendment No. 9 to Schedule 13D filed with the Securities and Exchange Commission on December 19, 2013, Amendment No. 10 to Schedule 13D filed with the Securities and Exchange Commission on August 15, 2014, Amendment No. 11 to Schedule 13D filed by all of the Reporting Persons with the Securities and Exchange Commission on October 21, 2015, Amendment No. 12 to the Schedule 13D filed with the Securities and Exchange Commission on May 17, 2018, Amendment No. 13 to Schedule 13D filed with the Securities and Exchange Commission on August 16, 2018, and Amendment No. 14 to Schedule 13D filed with the Securities and Exchange Commission on January 21, 2021 (as so amended, the “Statement”), relating to the common stock, no par value per share (the “Common Stock”), of WW International, Inc., a Virginia corporation (the “Company”). The principal executive offices of the Company are located at 675 Avenue of the Americas, 6th Floor, New York, New York 10010. Capitalized terms used herein that are not otherwise defined shall have the meanings given to them in the Statement.

 

Item 2.

Identity and Background

Item 2 of the Statement is hereby amended and restated in its entirety as follows:

This statement is being filed jointly by Artal Luxembourg S.A., a Luxembourg société anonyme, Artal International S.C.A., a Luxembourg limited partnership, Artal International Management, a Luxembourg société anonyme, Artal Group S.A., a Luxembourg société anonyme, Westend, a Luxembourg société anonyme, the Stichting, a Netherlands foundation, and Mr. Amaury Wittouck, a citizen of Belgium (collectively, the “Reporting Persons”).

The address of the principal place of business and principal office of Artal Luxembourg S.A., Artal International S.C.A., Artal International Management S.A., Artal Group S.A., Westend and Mr. Amaury Wittouck is 44, Rue de la Vallée, L-2661, Luxembourg, Luxembourg. The address of the principal place of business and principal office of the Stichting is Claude Debussylaan, 46, 1082 MD Amsterdam, The Netherlands.

Artal Luxembourg S.A., a subsidiary of Artal International S.C.A., is principally engaged in the business of investing in securities. Artal International S.C.A., a subsidiary of Artal Group S.A., is principally engaged in the business of owning its subsidiaries. Artal International Management S.A., a subsidiary of Artal Group S.A, is principally engaged in the business of managing Artal International S.C.A. Artal Group S.A., a subsidiary of Westend, is principally engaged in the business of owning Artal International Management S.A., and Artal International S.C.A. and its subsidiaries. Westend, a subsidiary of the Stichting, is principally engaged in the business of owning Artal Group S.A. and its subsidiaries. The Stichting is principally engaged in the business of owning Westend and its subsidiaries. Mr. Amaury Wittouck is the sole member of the board of the Stichting. His principal present occupation is serving as director of Artal Group S.A.

 

9

The directors of Artal Luxembourg S.A. are Mr. Pierre Claudel and Mr. Bernard Darimont; the managing directors of Artal Luxembourg S.A. are Mr. Raymond Debbane and Mrs. Anne Goffard. The directors of Artal International Management S.A. are Mr. Pierre Claudel and Mr. Bernard Darimont; the Managing Directors of Artal International Management S.A. are Mr. Raymond Debbane and Mrs. Anne Goffard, and the managing partner of Artal International S.C.A. is Artal International Management S.A. Mr. Claudel is a citizen of France; his present principal occupation is as an employee of Artal International S.C.A.; and his business address is the same as for Artal International S.C.A. Mr. Darimont is a citizen of Belgium; his present principal occupation is as a director of Artal International Management S.A.; and his business address is the same as for Artal International Management S.A. Mr. Debbane is a citizen of Panama, and his present principal occupation is as the president of The Invus Group, LLC and Chief Executive Officer of Artal Group S.A. Mr. Debbane is also Chairman of the board of directors of Lexicon Pharmaceuticals, Inc. Mr. Debbane resigned from the Board of Directors of the Company on May 9, 2023. His business address is c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022. Mrs. Goffard is a citizen of Belgium; her present principal occupation is as an employee of Artal International S.C.A.; and her business address is the same as for Artal International S.C.A.

The directors of Artal Group S.A. are Mr. Eric Wittouck (Chairman), Mr. Pierre Ahlborn, Mr. Gabriel de l’Escaille, Mr. Debbane (Managing Director), Mr. Jean Fossion, Mr. Eric Jolly, Mr. Olivier Rolin-Jacquemyns and Mr. Amaury Wittouck. Mr. Eric Wittouck is a citizen of Belgium and his present principal occupation is as the Chairman of the Board of Artal Group S.A. Mr. Ahlborn is a citizen of Luxembourg, his present principal occupation is as the chief executive officer of Banque de Luxembourg S.A. and his business address is 14, Bd. Royal, L-2449, Luxembourg, Luxembourg. Mr. Fossion is a citizen of Belgium, his present principal occupation is as a financial consultant and his business address is Domein Fuji 6, 1970 Wezembeek-Oppem, Belgium. Mr. de l’Escaille is a citizen of Belgium, and his present principal occupation is as a director of Artal Group S.A. Mr. Jolly is a citizen of Belgium and his present principal occupation is as a director of Artal Group S.A. Mr. Rolin-Jacquemyns is a citizen of Belgium, and his present principal occupation is as a director of Artal Group S.A. The information for Mr. Debbane and Mr. Amaury Wittouck is provided above. Unless otherwise noted above, the business address of each of the directors of Artal Group S.A. is the same as for Artal Group S.A.

The directors of Westend S.A. are Mrs. Goffard (Managing Director), Mr. Pierre Claudel and Mr. Pierre Ahlborn. The information for Mrs. Goffard, Mr. Claudel and Mr. Ahlborn is provided above.

During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons named in this Item 2 has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 5.

Interest in Securities of the Issuer

The responses to Items 5(a)-(c) and (e) of the Statement are hereby amended and restated by the following:

(a)-(b) The information contained on the cover pages of this Amendment No. 15 to Schedule 13D is incorporated herein by reference.

Following the sale reported herein, none of the Reporting Persons beneficially own any shares of Common Stock.

 

10

To the best knowledge of the Reporting Persons, except for Mr. Debbane, none of the individuals listed in Item 2 hereof beneficially owns any shares of Common Stock. As of the date hereof, Mr. Debbane beneficially owns 133,552 shares of Common Stock and maintains the sole power to vote or direct the vote and to dispose or direct the disposition of such shares, which represent less than 1% of the number of shares of Common Stock issued and outstanding. Mr. Amaury Wittouck disclaims beneficial ownership of all of the shares of Common Stock reported on this Statement.

(c) Except as set forth in the Statement, there have been no transactions in shares of Common Stock by any of the Reporting Persons or by any individuals or entities named in Item 2 of the Statement in the past 60 days. On April 3, 2023, Mr. Debbane received a grant of 2,053 shares of restricted Common Stock as compensation for his service as a member of the Board of Directors of the Company.

(e) Effective as of May 10, 2023, the Reporting Persons ceased to be the beneficial owners of more than five percent of the shares of Common Stock outstanding.

On May 10, 2023 Artal Luxembourg S.A. sold 14,818,300 shares of Common Stock at a price per share of $7.15 in a transaction pursuant to Rule 144 under the Securities Act of 1933, as amended.

 

11

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

ARTAL LUXEMBOURG S.A.
By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director
ARTAL INTERNATIONAL S.C.A.
By: Artal International Management S.A, its Managing Partner
By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director
ARTAL INTERNATIONAL MANAGEMENT S.A.
By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director
ARTAL GROUP S.A.
By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Authorized Person
WESTEND S.A.
By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director
STICHTING ADMINISTRATIEKANTOOR WESTEND
By:		/s/ Amaury Wittouck
Name:		Amaury Wittouck
Title:		Sole Member of the Board
AMAURY WITTOUCK
By:		/s/ Amaury Wittouck
Dated:		May 11, 2023