Sec Form 4 Filing - MARRIOTT RICHARD E @ HOST HOTELS & RESORTS, INC. - 2012-12-04

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
MARRIOTT RICHARD E
2. Issuer Name and Ticker or Trading Symbol
HOST HOTELS & RESORTS, INC. [ HST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last) (First) (Middle)
6903 ROCKLEDGE DRIVE, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
12/04/2012
(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
Common Stock - Trust 09 12/04/2012 S 32,000 D $ 14.6525 28,868 I by Trust
Common Stock - Trust 17 12/04/2012 S 18,000 D $ 14.6525 16,424 I by Trust
Common Stock 5,740,244.517 D
Common Stock - Other 1,330,610 I by Partnership
Common Stock - Retirement Shares 1,838 D
Common Stock - SpTrstee 506,575 I by Trust
Common Stock - Spouse 76,957 I by Spouse
Common Stock - Trust 03 140,008 I by Trust
Common Stock - Trust 04 128,480 I by Trust
Common Stock - Trust 05 102,427 I by Trust
Common Stock - Trust 06 139,353 I by Trust
Common Stock - Trust 08 73,499 I by Trust
Common Stock - Trust 10 140,058 I by Trust
Common Stock - Trust 11 78,591 I by Trust
Common Stock - Trust 12 72,461 I by Trust
Common Stock - Trust 13 57,768 I by Trust
Common Stock - Trust 14 78,960 I by Trust
Common Stock - Trust 16 41,452 I by Trust
Common Stock - Trust 18 78,983 I by Trust
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARRIOTT RICHARD E
6903 ROCKLEDGE DRIVE
SUITE 1500
BETHESDA, MD20817
Chairman of the Board
Signatures
By: Elizabeth A. Abdoo For: Richard E. Marriott 12/05/2012
Signature of Reporting Person Date
Explanation of Responses:

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.