Sec Form 4 Filing - Marriott Stephen G @ Marriott Vacations Worldwide Corp - 2012-08-28

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 Marriott Stephen G 2. Issuer Name and Ticker or Trading Symbol Marriott Vacations Worldwide Corp [ VAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) 13D Group Owning More Than 10% (Last) (First) (Middle) 10400 FERNWOOD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/28/2012 (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 08/28/2012 M 2,010 A $ 8.68 108,508.9 D Common Stock 08/28/2012 M 462 A $ 8.91 108,970.9 D Common Stock 08/28/2012 M 462 A $ 8.77 109,432.9 D Common Stock 08/28/2012 M 1,488 A $ 8.1 110,920.9 D Common Stock 08/28/2012 M 1,440 A $ 9.52 112,360.9 D Common Stock 08/28/2012 S 5,862 D $ 31.73 ( 1 ) 106,498.9 D Common Stock 79,582 I 1965 Trusts ( 2 ) Common Stock 55,825 I 1974 Trusts ( 2 ) Common Stock 4,370 I Spouse ( 2 ) Common Stock 1,082,798 I JWMFE, Inc. ( 2 ) ( 3 ) Common Stock 919,999 I TPV, LP ( 2 ) ( 4 ) Common Stock 1,322 I Sp Trustee 1 for Trust f/b/o his child ( 2 ) Common Stock 833 I Sp Trustee 3 for Trust f/b/o his child ( 2 ) Common Stock 7,982 I Trustee 1 of Trust f/b/o his child ( 2 ) Common Stock 3,299 I Trustee 3 of Trust f/b/o his child ( 2 )

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) $ 8.68 08/28/2012 M 2,010 ( 5 ) 02/06/2013 Common Stock 2,010 $ 0 0 D Stock Option (Right to Buy) $ 8.91 08/28/2012 M 462 ( 5 ) 11/06/2012 Common Stock 462 $ 0 0 D Stock Option (Right to Buy) $ 8.77 08/28/2012 M 462 ( 5 ) 11/06/2012 Common Stock 462 $ 0 0 D Stock Option (Right to Buy) $ 8.1 08/28/2012 M 1,488 ( 5 ) 11/05/2013 Common Stock 1,488 $ 0 0 D Stock Option (Right to Buy) $ 9.52 08/28/2012 M 1,440 ( 5 ) 11/04/2014 Common Stock 1,440 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marriott Stephen G 10400 FERNWOOD ROAD BETHESDA, MD20817 13D Group Owning More Than 10% Signatures /s/ Catherine Meeker, Attorney-In-Fact 08/30/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.71 to $31.74. The reporting person undertakes to provide to Marriott Vacations Worldwide Corporation, any security holder of Marriott Vacations Worldwide Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. ( 2 )The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 3 )Represents shares held by JWM Family Enterprises, L.P. JWM Family Enterprises, Inc. is the sole general partner of JWM Family Enterprises, L.P. J.W. Marriott, Jr., John W. Marriott, III, Deborah Marriott Harrison, Stephen Garff Marriott and David Sheets Marriott are each shareholders of JWM Family Enterprises, Inc. ( 4 )Represents shares held by Thomas Point Ventures, L.P., whose general partner is JWM Family Enterprises, L.P. ( 5 )Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the anti-dilution provisions of an award granted to the reporting person under the Marriott International, Inc. Stock and Cash Incentive Plan, which award has substantially the same terms as the Marriott International, Inc. award to which it relates (other than with respect to the exercise price and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the legal and structural separation of Marriott Vacations Worldwide Corporation from Marriott International, Inc. (the "Spin-Off") and is fully vested based on service prior to the Spin-Off.

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).

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