Sec Form 4 Filing - Harrison Deborah Marriott @ MARRIOTT INTERNATIONAL INC /MD/ - 2017-12-08

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)
X __ 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)
12/08/2017
(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 12/08/2017 A 11,034 A $ 0 29,885 I By Spouse ( 1 )
Class A Common Stock 12/08/2017 A 10,434 A $ 0 40,319 I By Spouse ( 1 )
Class A Common Stock 12/08/2017 A 4,668 A $ 0 44,987 I By Spouse ( 1 )
Class A Common Stock 12/08/2017 A 3,278 A $ 0 48,265 I By Spouse ( 1 )
Class A Common Stock 12/08/2017 A 3,122 A $ 0 51,387 I By Spouse ( 1 )
Class A Common Stock 12/08/2017 A 2,865 A $ 0 54,252 I By Spouse ( 1 )
Class A Common Stock 12/08/2017 S 35,401 D $ 128.85 ( 2 ) 18,851 I By Spouse ( 1 )
Class A Common Stock 114,155 D
Class A Common Stock 20,000 I AES JWM Gen Trust
Class A Common Stock 60,000 I DMH JWM Gen Trust
Class A Common Stock 60,000 I DSM JWM Gen Trust
Class A Common Stock 2,110 I HMH 2014 Trust
Class A Common Stock 20,000 I JRJ JWM Gen Trust
Class A Common Stock 24,227,118 I JWM Family Enterprises
Class A Common Stock 60,000 I JWM III JWM Gen Trust
Class A Common Stock 70,203 I JWM III Trustee 1
Class A Common Stock 60,636 I JWM III Trustee 2
Class A Common Stock 48,327 I JWM III Trustee 3
Class A Common Stock 251,000 I JWM Insurance Trust
Class A Common Stock 535 I MCH 1998 Trust
Class A Common Stock 54,920 I MCH Investments, LLC
Class A Common Stock 22,464 I MCH Irrev. Trust
Class A Common Stock 4,310 I PWH 2014 Trust
Class A Common Stock 20,000 I SBM JWM Gen Trust
Class A Common Stock 110,561 I SMH Investments, LLC
Class A Common Stock 209,210 I The Harrison Generation Trust
Class A Common Stock 84,268 I Trustee 8
Class A Common Stock 78,993 I Trustee 9
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 Appreciation Rights $ 34.67 12/08/2017 D 30,716 ( 3 ) ( 4 ) Class A Common Stock 30,716 $ 0 0 I By Spouse
Stock Appreciation Rights $ 27.46 12/08/2017 D 7,952 ( 5 ) 02/15/2020 Class A Common Stock 7,952 $ 0 0 I By Spouse
Stock Appreciation Rights $ 26.99 12/08/2017 D 7,268 ( 6 ) 02/16/2020 Class A Common Stock 7,268 $ 0 0 I By Spouse
Stock Appreciation Rights $ 40.84 12/08/2017 D 9,512 ( 7 ) 02/17/2022 Class A Common Stock 9,512 $ 0 0 I By Spouse
Stock Appreciation Rights $ 35.54 12/08/2017 D 12,836 ( 8 ) 02/19/2018 Class A Common Stock 12,836 $ 0 0 I By Spouse
Stock Appreciation Rights $ 39.27 12/08/2017 D 30,536 ( 9 ) 02/22/2023 Class A Common Stock 30,536 $ 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
X Member of 13(d) group
Signatures
Bancroft S. Gordon, Attorney-In-Fact 12/12/2017
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 $129.09 and the lowest price at which shares were sold was $128.77.
( 3 )Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 21, 2012 grant date.
( 4 )The SAR's will expire February 21, 2022.
( 5 )Stock Appreci ation Rights, settled in Class A Common Stock and vesting in four equal installments beginning February 15, 2010.
( 6 )Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal annual installments beginning on the first anniversary of the February 16, 2010 grant date.
( 7 )Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 17, 2011 grant date.
( 8 )Stock Appreciation Right, settled in Class A Common Stock and vesting in four equal annual installments beginning with the first anniversary of February 19, 2008.
( 9 )Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 22, 2013 grant date.

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