Sec Form 4 Filing - MARRIOTT JOHN W III @ MARRIOTT INTERNATIONAL INC /MD/ - 2018-12-21

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 JOHN W III
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
_____ 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)
12/21/2018
(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 12/21/2018 G 32,250 D $ 0 564,619 D
Class A Common Stock 12/28/2018 G 20,000 D $ 0 544,619 D
Class A Common Stock 03/04/2019 G V 85,019 D $ 0 459,600 D
Class A Common Stock 03/28/2019 S 8,100 D $ 123.6729 451,500 D
Class A Common Stock 06/20/2019 S( 1 ) 14,650 D $ 137.0038 436,850 ( 2 ) D
Class A Common Stock 6,154 I 401(k) account
Class A Common Stock 20,000 I AES JWM Gen Trust
Class A Common Stock 60,000 I DMH JWM Gen Trust
Class A Common Stock 60,000 I DSM JWM Gen Trust
Class A Common Stock 20,000 I JRJ JWM Gen Trust
Class A Common Stock 24,227,118 I JWM Family Enterprises
Class A Common Stock 75,000 I JWM III Generations Trusts
Class A Common Stock 60,000 I JWM III JWM Gen Trust
Class A Common Stock 251,000 ( 3 ) I JWM Insurance Trust
Class A Common Stock 20,605 I Minor Child
Class A Common Stock 20,000 I SBM JWM Gen Trust
Class A Common Stock 19,679 I ( 4 ) Sp Trustee 1
Class A Common Stock 19,679 I ( 4 ) Sp Trustee 2
Class A Common Stock 10,217 I ( 4 ) Sp Trustee 3
Class A Common Stock 320,924 I ( 4 ) Spouse
Class A Common Stock 70,203 I ( 4 ) Trustee 1
Class A Common Stock 60,636 I ( 4 ) Trustee 2
Class A Common Stock 48,327 I ( 4 ) Trustee 3
Class A Common Stock 142,565 I Trustee DSM Descendant
Class A Common Stock 290,000 I Trustee SGM Descendant
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 JOHN W III
10400 FERNWOOD ROAD
BETHESDA, MD20817
13D Group Owning more than 10%
Signatures
Bancroft S. Gordon, Attorney-In-Fact 07/16/2019
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 $136.83 to $137.15, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges.
( 2 )Reflects exempt disposition of 136,426 shares of common stock, previously reported as directly held, to the Reporting Person's former spouse pursuant to a domestic relations order on November 17, 2015.
( 3 )This amount had previously been erroneously reported as 502,000.
( 4 )The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks:
The Reporting Person's indirect ownership no longer reflects shares of common stock (i) previously held by a child who no longer resides with the Reporting Person or is financially dependent on the Reporting Person, (ii) held in trusts for the benefit of his children of which his former spouse is the sole trustee and (iii) held in other trusts of which the Reporting Person has ceased to be the trustee.

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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