Sec Form 4 Filing - Rodriguez David A @ MARRIOTT INTERNATIONAL INC /MD/ - 2021-03-08

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 Rodriguez David A 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) EVP & Global Chief HR Officer (Last) (First) (Middle) 10400 FERNWOOD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2021 (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 03/08/2021 A( 1 ) 21,711 A $ 53.25 35,600 D Class A Common Stock 03/08/2021 S 7,264 D $ 150.94 ( 2 ) 28,336 D Class A Common Stock 03/08/2021 F( 1 ) 14,447 D $ 150.92 13,889 D Class A Common - Restricted Stock Units 8,701 D Class A Common Stock 4,390 I 401(k) account Class A Common Stock 7,592 I GRAT 1 Class A Common Stock 15,941 I GRAT 2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securit ies) 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 $ 53.25 03/08/2021 M 21,711 ( 3 ) 02/24/2024 Class A Common Stock 21,711 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rodriguez David A 10400 FERNWOOD ROAD BETHESDA, MD20817 EVP & Global Chief HR Officer Signatures Andrew P.C. Wright, Attorney-in-Fact 03/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received 7,264 shares of common stock upon the net exercise of 21,711 stock appreciation rights ("SARs"). A total of 14,447 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 )Represents the weighted average sale price. The highest price at which shares were sold was $150.95 and the lowest price at which shares were sold was $150.93. ( 3 )Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal installments beginning on the first anniversary of the February 24, 2014 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).

** 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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