Sec Form 4 Filing - MARRIOTT J W JR @ Marriott Vacations Worldwide Corp - 2012-03-20

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 J W JR 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 X __ 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) 03/20/2012 (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 03/20/2012 S 7,541 D $ 26.62 ( 1 ) 0 I Sp Trustee 9 ( 2 ) ( 3 ) Common Stock 03/20/2012 S 3,300 D $ 26.62 ( 1 ) 3,299 I Sp Trustee 10 ( 2 ) ( 4 ) Common Stock 12/20/2012 G V 40,900 D $ 0 266,046.6 D Common Stock 12/21/2012 G V 25,000 D $ 0 241,046.6 D Common Stock 12/21/2012 G V 25,000 A $ 0 25,000 I Sp Trustee 11 ( 2 ) Common Stock 100,000 I JWM-MAR 2011 GRAT ( 2 ) Common Stock 1,082,798 I JWMFE, Inc. ( 2 ) ( 5 ) Common Stock 919,999 I TPV, LP ( 2 ) ( 6 ) Common Stock 32,349 I JWM Associates LP ( 2 ) Common Stock 28,252 I Spouse ( 2 ) Common Stock 199,144 I Sp Trustee 1 ( 2 ) Common Stock 1,322 I Sp Trustee 2 ( 2 ) Common Stock 833 I Sp Trustee 4 ( 2 ) Common Stock 1,967 I Sp Trustee 5 ( 2 ) Common Stock 1,967 I Sp Trustee 6 ( 2 ) Common Stock 1,021 I Sp Trustee 7 ( 2 ) Common Stock 2,982 I Sp Trustee 8 ( 2 ) ( 7 ) Common Stock 50,391 I Trustee 1 ( 2 ) Common Stock 49,555 I Trustee 4 ( 2 ) Common Stock 45,767 I Trustee 5 ( 2 ) Common Stock 66,627 I Trustee 7 ( 2 ) Common Stock 79,582 I Trustee 8 ( 2 ) Common Stock 1,700 I Trustee 17 ( 2 ) Common Stock 32,488 I Trustee 19 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARRIOTT J W JR 10400 FERNWOOD ROAD BETHESDA, MD20817 X 13D Group Owning More Than 10% Signatures /s/ Catherine Meeker, Attorney-In-Fact 02/11/2013 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 $26.53 to $26.70. 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 )This holding was inadvertently omitted from the reporting person's prior Forms 4. ( 4 )This holding was inadvertently omitted from the reporting person's Forms 4 prior to December 28, 2012. The current status of this holding is reflected in the reporting person's Form 4 filed with the Securities and Exchange Commission on December 28, 2012. ( 5 )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. ( 6 )Represents shares held by Thomas Point Ventures, L.P., whose general partner is JWM Family Enterprises, L.P. ( 7 )This holding was inadvertently omitted from the reporting person's Forms 4 prior to December 28, 2012.

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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