UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.
WW
INTERNATIONAL, INC.
(Name
of Issuer)
COMMON STOCK
(Title
of Class of Securities)
98262P101
(CUSIP
Number)
December 31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒
Rule 13d-1(b)
☐ Rule
13d-1(c)
☐
Rule 13d-1(d)
The
information required in 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 (as amended, the “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 |
13G |
Page
2 of 7 pages |
1
|
NAMES
OF REPORTING PERSONS
CONTRARIUS
INVESTMENT MANAGEMENT LIMITED |
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒
(b)
☐ |
3 |
SEC
USE ONLY |
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Jersey,
Channel Islands |
NUMBERS
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5
|
SOLE
VOTING POWER 0 |
6
|
SHARED
VOTING POWER 7,442,814 |
7
|
SOLE
DISPOSITIVE POWER 0 |
8
|
SHARED
DISPOSITIVE POWER 7,442,814 |
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,442,814 |
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% |
12
|
TYPE
OF REPORTING PERSON (See Instructions)
FI |
CUSIP
No. 98262P101 |
13G |
Page
3 of 7 pages |
1
|
NAMES
OF REPORTING PERSONS
CONTRARIUS
INVESTMENT MANAGEMENT (BERMUDA) LIMITED |
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒
(b)
☐ |
3
|
SEC
USE ONLY |
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda |
NUMBERS
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5
|
SOLE
VOTING POWER 0 |
6
|
SHARED
VOTING POWER 7,442,814 |
7
|
SOLE
DISPOSITIVE POWER 0 |
8
|
SHARED
DISPOSITIVE POWER 7,442,814 |
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,442,814 |
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% |
12
|
TYPE
OF REPORTING PERSON (See Instructions)
FI |
SCHEDULE
13G
Item
1(a). Name of Issuer:
WW
International, Inc.
Item
1(b). Address of Issuer’s Principal Executive Offices:
675
Avenue of the Americas, 6th Floor, New York, New York 10010
Item
2(a). Name of Person Filing:
Contrarius
Investment Management Limited
Contrarius
Investment Management (Bermuda) Limited
Item
2(b). Address of Principal Business Office or, if None, Residence:
Contrarius
Investment Management Limited - 2 Bond Street, St. Helier, Jersey JE2 3NP, Channel Islands
Contrarius
Investment Management (Bermuda) Limited – Waterloo House, 100 Pitts Bay Road, Pembroke HM 08 Bermuda
Item
2(c). Citizenship:
Contrarius
Investment Management Limited is a company organized under the laws of Jersey, Channel Islands.
Contrarius
Investment Management (Bermuda) Limited is a company organized under the laws of Bermuda.
Item
2(d). Title of Class of Securities:
Common
Stock
Item
2(e). CUSIP Number:
98262P101
Item
3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
☐
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)
☐
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)
☐
A parent holding company or control person in accordance with § 240.13d– 1(b)(1)(ii)(G).
(h)
☐
A savings association as defined in Section 3 (b) of the Federal Deposit Insurance Act (12 U.S. C. 1813).
(i)
☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S. C. 80a-3).
(j)
☒
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
(k)
☒
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Equivalent
to IA.
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned: 7,442,814
(b)
Percent of class: 9.4%
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 7,442,814
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 7,442,814
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following ☐.
Item
6. Ownership of More than Five Percent on Behalf of Another Person
Other
persons have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the 7,442,814
shares of Common Stock of WW International, Inc. beneficially owned by Contrarius Investment Management Limited and Contrarius Investment
Management (Bermuda) Limited.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
Contrarius
Investment Management Limited and Contrarius Investment Management (Bermuda) Limited are together making this filing because they may
be deemed to constitute a “group” for the purposes of section 13(d)(3) of the Act.
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certifications.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By
signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Contrarius Investment
Management Limited and Contrarius Investment Management (Bermuda) Limited is substantially comparable to the regulatory scheme applicable
to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that
would otherwise be disclosed in a Schedule 13D.
SIGNATURE
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.
|
|
12 February 2024 |
|
|
|
|
CONTRARIUS INVESTMENT MANAGEMENT LIMITED |
|
|
|
|
By: |
/s/ Thomas Daniel Perkins |
|
Name: |
Thomas Daniel Perkins |
|
Title: |
Director |
|
|
12 February 2024 |
|
|
|
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CONTRARIUS INVESTMENT MANAGEMENT (BERMUDA)
LIMITED |
|
|
|
|
By: |
/s/ Matt De Kock |
|
Name: |
Matt De Kock |
|
Title: |
Director |
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