Sec Form 4 Filing - MARRIOTT J W JR @ MARRIOTT INTERNATIONAL INC /MD/ - 2013-06-05

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
MARRIOTT J W JR
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last) (First) (Middle)
10400 FERNWOOD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2013
(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 06/05/2013 S 1,950 D $ 40.41 ( 1 ) 11,732 I Sp Trustee 3 ( 2 )
Class A Common Stock 6,100,918 D
Class A Common Stock 298,398 I 401(k) account
Class A Common Stock 17,000 I Beneficiary ( 2 )
Class A Common Stock 9,076,188 I By Ltd Partnership - TPV ( 2 )
Class A Common Stock 10,709,582 I By-Corp ( 2 )
Class A Common Stock 320,000 I GP/Partnership ( 2 )
Class A Common Stock 54,847 I JW Sp Trustee 10
Class A Common Stock 68,175 I JW Sp Trustee 8
Class A Common Stock 76,266 I JW Sp Trustee 9
Class A Common Stock 2,243,568 I Sp Trustee 1 ( 2 )
Class A Common Stock 240,000 I Sp Trustee 11
Class A Common Stock 13,220 I Sp Trustee 2 ( 2 )
Class A Common Stock 16,504 I Sp Trustee 4 ( 2 )
Class A Common Stock 19,468 I Sp Trustee 5 ( 2 )
Class A Common Stock 19,468 I Sp Trustee 6 ( 2 )
Class A Common Stock 10,108 I Sp Trustee 7 ( 2 )
Class A Common Stock 279,470 I Spouse ( 2 )
Class A Common Stock 595,000 I The JWM-MAR 2011 Annuity Trust
Class A Common Stock 496,960 I Trustee 1 ( 2 )
Class A Common Stock 5,154,896 I Trustee 19 ( 2 )
Class A Common Stock 669,073 I Trustee 2 ( 2 )
Class A Common Stock 194,119 I Trustee 3 ( 2 )
Class A Common Stock 495,559 I Trustee 4 ( 2 )
Class A Common Stock 758,940 I Trustee 5 ( 2 )
Class A Common Stock 530,915 I Trustee 6 ( 2 )
Class A Common Stock 152,2 74 I Trustee 7 ( 2 )
Class A Common Stock 725,822 I Trustee 8 ( 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 X Chairman of the Board
Signatures
Bancroft S. Gordon, Attorney-In-Fact 06/07/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the weighted average sale price. The highest price at which shares were sold was $40.47 and the lowest price at which shares were sold was $40.35.
( 2 )The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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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