Sec Form 3 Filing - Roe Peggy Fang @ MARRIOTT INTERNATIONAL INC /MD/ - 2023-02-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Roe Peggy Fang
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 & Chf. Customer Officer
(Last) (First) (Middle)
7750 WISCONSIN AVE.
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2023
(Street)
BETHESDA, MD20814
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 - Restricted Stock Units 11,670 D ( 1 )
Class A Common Stock 21,185 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 $ 177.55 ( 2 ) 02/16/2033 Class A Common Stock 6,390 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roe Peggy Fang
7750 WISCONSIN AVE.
BETHESDA, MD20814
EVP & Chf. Customer Officer
Signatures
Andrew P.C. Wright, Attorney-in-Fact 03/06/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The RSUs are a total of the unvested units granted on various grant dates: 906 out of 3,624 RSUs granted on 3/2/2020 vesting in four equal installments beginning on 2/15/2021 and thereafter on the anniversary of that date; 3,720 RSUs granted on 9/30/2020 vesting in a single installment on 9/15/2023; 2,526 out of 5,052 RSUs granted on 9/30/2020 vesting in four equal installments beginning on 2/15/2022 and thereafter on the anniversary of that date; 1,983 out of 2,644 RSUs granted on 2/17/2022 vesting in four equal installments beginning on 2/15/2023 and thereafter on the anniversary of that date; and 2,535 RSUs granted on 2/16/2023 vesting in three equal installments beginning on 2/15/2024 and thereafter on the anniversary of that date.
( 2 )Stock Appreciation Rights granted on 2/16/2023 that vest in three equal installments beginning on February 15, 2024 and thereafter on the anniversary of that date.

Remarks:
poasecpfangroe.txt

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