Sec Form 4 Filing - Harrison Deborah Marriott @ MARRIOTT INTERNATIONAL INC /MD/ - 2012-11-09

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Harrison Deborah Marriott
2. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 13(d) group
(Last) (First) (Middle)
10400 FERNWOOD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2012
(Street)
BETHESDA, MD20817
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 11/09/2012 M 12,000 A $ 14.1 114,757 I By Spouse ( 1 )
Class A Common Stock 11/09/2012 S 12,000 D $ 35.51 ( 2 ) 102,757 I By Spouse ( 1 )
Class A Common Stock 477,418 D
Class A Common Stock 798,940 I By 1965 Trusts ( 1 )
Class A Common Stock 688,340 I By 1974 Trust ( 1 )
Class A Common Stock 10,710,082 I By JWM Family Enterprises, L.P. ( 1 )
Class A Common Stock 9,076,188 I By Thomas Point Ventures, L.P. ( 1 )
Class A Common Stock 385,000 I DMH 2011 Annuity Trust
Class A Common Stock 81,146 I MCH Investments, LLC
Class A Common Stock 87,626 I SMH Investments, LLC
Class A Common Stock 3,610 I Trustee 10 of Trust f/b/o her grandchild ( 1 )
Class A Common Stock 1,410 I Trustee 11 of Trust f/b/o her grandchild
Class A Common Stock 8,980 I Trustee 4 of Trust f/b/o her child ( 1 )
Class A Common Stock 67,919 I Trustee 7 of Trust f/b/o her child ( 1 )
Class A Common Stock 65,583 I Trustee 8 of Trust f/b/o her child ( 1 )
Class A Common Stock 58,733 I Trustee 9 of Trust f/b/o her child ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Stock Option (Right to buy) $ 14.1 11/09/2012 M 12,000 11/06/2002 11/05/2013 Class A Common Stock 12,000 $ 0 0 I By Spouse
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harrison Deborah Marriott
10400 FERNWOOD ROAD
BETHESDA, MD20817
Member of 13(d) group
Signatures
Bancroft S. Gordon, Attorney-In-Fact 11/12/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
( 2 )Represents the weighted average sale price. The highest price at which shares were sold was $35.53 and the lowest price at which shares were sold was $35.50.

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).

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