Sec Form 4 Filing - Oberg Kathleen K. @ MARRIOTT INTERNATIONAL INC /MD/ - 2024-02-20

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
Oberg Kathleen K.
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
X __ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last) (First) (Middle)
7750 WISCONSIN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2024
(Street)
BETHESDA, MD20814
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 02/20/2024 A 33,993 A $ 242.96 75,029 D
Class A Common Stock 02/20/2024 A 30,801 A $ 242.94 105,830 D
Class A Common Stock 02/20/2024 A 25,671 A $ 242.82 131,501 D
Class A Common Stock 02/20/2024 A 18,957 A $ 242.63 150,458 D
Class A Common Stock 02/20/2024 F( 1 ) 14,793 D $ 242.63 135,665 D
Class A Common Stock 02/20/2024 F( 2 ) 19,220 D $ 242.82 116,445 D
Class A Common Stock 02/20/2024 S 21,000 D $ 242.68 ( 3 ) 95,445 D
Class A Common Stock 02/20/2024 F( 4 ) 24,189 D $ 242.94 71,256 D
Class A Common Stock 02/20/2024 F( 5 ) 25,111 D $ 242.96 46,145 D
Class A Common Stock 02/20/2024 S 26,109 D $ 242.74 ( 6 ) 20,036 D
Class A Common - Restricted Stock Units 30,762 D
Class A Common Stock 127.845 I 401(k) account
Class A Common Stock 3,364 I Jointly with spouse
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 $ 139.54 02/20/2024 M 18,957 ( 7 ) 02/20/2028 Class A Common Stock 18,957 $ 0 0 D
Stock Appreciation Rights $ 142.05 02/20/2024 M 30,801 ( 8 ) 02/22/2031 Class A Common Stock 30,801 $ 0 0 D
Stock Appreciation Rights $ 120.16 02/20/2024 M 33,993 ( 9 ) 03/02/2030 Class A Common Stock 33,993 $ 0 0 D
Stock Appreciation Rights $ 124.79 02/20/2024 M 25,671 ( 10 ) 03/05/2029 Class A Common Stock 25,671 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oberg Kathleen K.
7750 WISCONSIN AVENUE
BETHESDA, MD20814
EVP & CFO
Signatures
Andrew P.C. Wright, Attorney-in-Fact 02/22/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person received a net of 4,164 shares of common stock upon the exercise of 18,957 stock appreciation rights ("SARs"). A total of 14,793 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.
( 2 )The reporting person received a net of 6,451 shares of common stock upon the exercise of 19,220 stock appreciation rights ("SARs"). A total of 25,671 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.
( 3 )Represents the weighted average sale price. The highest price at which shares were sold was $242.93 and the lowest price at which shares were sold was $242.56.
( 4 )The reporting person received a net of 6,612 shares of common stock upon the exercise of 30,801 stock appreciation rights ("SARs"). A total of 24,189 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.
( 5 )The reporting person received a net of 8,882 shares of common stock upon the exercise of 33,993 stock appreciation rights ("SARs"). A total of 25,111 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.
( 6 )Represents the weighted average sale price. The highest price at which shares were sold was $243.09 and the lowest price at which shares were sold was $242.63.
( 7 )Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 20, 2018 grant date.
( 8 )Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 22, 2021 grant date.
( 9 )Stock Appreciatian Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 2, 2020 grant date.
( 10 )Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 5, 2019 grant date.

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