Sec Form 4 Filing - Marriott David S @ MARRIOTT INTERNATIONAL INC /MD/ - 2021-05-10

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 David S
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)
05/10/2021
(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-Dir. Def. Stock Comp Plan-1 05/10/2021 A 1,224 ( 1 ) A $ 0 1,224 D
Class A Common - Restricted Stock Units 17,609 D
Class A Common Stock 646,924 D
Class A Common Stock 20,000 I AES JWM Gen Trust ( 2 )
Class A Common Stock 15,418 I By Spouse ( 2 )
Class A Common Stock 221,678 I By Trust for Steven Garff Marriott's Descendants ( 2 )
Class A Common Stock 60,000 I DMH JWM Gen Trust ( 2 )
Class A Common Stock 60,000 I DSM JWM Gen Trust ( 2 )
Class A Common Stock 39,216 I GRAT 2020
Class A Common Stock 437,995 I JBM Marital Trust ( 2 )
Class A Common Stock 20,000 I JRJ JWM Gen Trust ( 2 )
Class A Common Stock 24,227,118 I JWM Family Enterprises ( 2 )
Class A Common Stock 75,000 I JWM III Generations Trusts ( 2 )
Class A Common Stock 60,000 I JWM III JWM Gen Trust ( 2 )
Class A Common Stock 251,000 I JWM Insurance Trust ( 2 )
Class A Common Stock 20,000 I SBM JWM Gen Trust ( 2 )
Class A Common Stock 34,558 I Trustee 1 of Trust f/b/o his child ( 2 )
Class A Common Stock 50,928 I Trustee 10 AEM2 ( 2 )
Class A Common Stock 22,190 I Trustee 2 of Trust f/b/o his child ( 2 )
Class A Common Stock 14,307 I Trustee 3 of Trust f/b/o his child ( 2 )
Class A Common Stock 6,777 I Trustee 4 of Trust f/b/o his child ( 2 )
Class A Common Stock 11,732 I Trustee 5 SBM1 ( 2 )
Class A Common Stock 53,622 I Trustee 6 SBM2 ( 2 )
Class A Common Stock 13,220 I Trustee 7 JRM1 ( 2 )
Class A Common Stock 42,837 I Trustee 8 JRM2 ( 2 )
Class A Common Stock 16,682 I Trustee 9 AEM1 ( 2 )
Class A Common Stock 142,565 I Trustee DSM Descendant ( 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 David S
10400 FERNWOOD ROAD
BETHESDA, MD20817
13D Group Owning more than 10%
Signatures
Andrew P.C. Wright, Attorney-in-Fact 05/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares will vest on a daily pro-rata basis over the twelve (12) month period following the grant and be distributed following termination of service as a Board member.
( 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).
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