Sec Form 4 Filing - Brown William P @ MARRIOTT INTERNATIONAL INC /MD/ - 2021-02-24

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 Brown William P 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 X __ Officer (give title below) _____ Other (specify below) Group Pres., US and Canada (Last) (First) (Middle) 10400 FERNWOOD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2021 (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 02/24/2021 A( 1 ) 15,945 A $ 129.05 ( 2 ) 30,026 D Class A Common Stock 02/24/2021 S 3,399 D $ 154.74 26,627 D Class A Common Stock 02/24/2021 F( 1 ) 14,444 D $ 154.85 ( 3 ) 12,183 D Class A Common Stock 02/25/2021 A( 4 ) 9,945 A $ 88.31 22,128 D Class A Common Stock 02/25/2021 S 2,194 D $ 153.01 19,934 D Class A Common Stock 02/25/2021 F( 4 ) 7,751 D $ 153.41 12,183 D Class A Common - Restricted Stock Units 8,453 D

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 Appreciation Rights $ 139.54 02/24/2021 M 6,321 ( 5 ) 02/20/2028 Class A Common Stock 6,321 $ 0 0 D Stock Appreciation Rights $ 120.16 02/24/2021 M 5,483 ( 6 ) 03/02/2030 Class A Common Stock 5,483 $ 0 10,966 D Stock Appreciation Rights $ 124.79 02/24/2021 M 4,141 ( 7 ) 03/05/2029 Class A Common Stock 4,141 $ 0 8,282 D Stock Appreciation Rights $ 88.31 02/25/2021 M 9,945 ( 8 ) 02/21/2027 Class A Common Stock 9,945 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brown William P 10400 FERNWOOD ROAD BETHESDA, MD20817 Group Pres., US and Canada Signatures Andrew P.C. Wright, Attorney-in-Fact 02/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received 1,501 shares of common stock upon the net exercise of 15,945 stock appreciation rights (SARs). A total of 14,444 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise. ( 2 )6,321 SARs were exercised at a grant price of $139.54, 5,483 were exercised at a grant price of $120.16, 4,141 SARs were exercised at a grant price of $124.79. ( 3 )A total of 14, 444 shares of common stock were withheld in payment of the SARs exercise prices and to satisfy the withholding tax obligation resulting from the exercise, at a weighted average market price of $154.85. ( 4 )The reporting person received 2,194 shares of common stock upon the net exercise of 9,945 stock appreciation rights (SARs). A total of 7,751 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise. ( 5 )Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 20, 2018 grant date. ( 6 )Stock Appreciation Right, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 2, 2020 grant date. ( 7 )Stock Appreciation Right, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 6, 2019 grant date. ( 8 )Stock Appreciation Right, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 21, 2017 grant date.

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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