SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Harrison Deborah Marriott

(Last) (First) (Middle)
10400 FERNWOOD ROAD

(Street)
BETHESDA MD 20817

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2006
3. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ]
4. 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%
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 309,065 D
Class A Common Stock 6,310(1) D
Class A Common Stock 41,889 I By Spouse
Class A Common Stock 20 I By Minor Child
Class A Common Stock 5,230 I Trustee 1 of Trust f/b/o her child
Class A Common Stock 4,203 I Trustee 2 of Trust f/b/o her child
Class A Common Stock 1,215 I Trustee 3 of Trust f/b/o her child
Class A Common Stock 6,655 I Trustee 4 of Trust f/b/o her child
Class A Common Stock 38,058 I Trustee 5 of Trust f/b/o her child
Class A Common Stock 36,471 I Trustee 6 of Trust f/b/o her child
Class A Common Stock 28,311 I Trustee 7 of Trust f/b/o her child
Class A Common Stock 27,156 I Trustee 8 of Trust f/b/o her child
Class A Common Stock 23,768 I Trustee 9 of Trust f/b/o her child
Class A Common Stock 5,413,980(2) I By JWM Family Enterprises, L.P.
Class A Common Stock 6,600,000(3) I By Thomas Point Ventures, L.P.
Class A Common Stock 344,170(4) I By 1974 Trust
Class A Common Stock 399,470(5) I By 1965 Trusts
Class A Common Stock 510(6) I By Spouse
Restricted Stock Units 7,101(7) I By Spouse
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option 10/03/1995 10/03/2006 Class A Common Stock 3,413 5.9716 I By Spouse
Employee Stock Option 10/20/1996 10/20/2007 Class A Common Stock 5,284 7.3227 I By Spouse
Employee Stock Option 10/20/1996 10/20/2007 Class A Common Stock 5,284 7.2048 I By Spouse
Employee Stock Option 10/14/1997 10/14/2008 Class A Common Stock 4,624 11.7406 I By Spouse
Employee Stock Option 10/14/1997 10/14/2008 Class A Common Stock 4,624 11.9327 I By Spouse
Employee Stock Option 11/03/1998 11/03/2009 Class A Common Stock 4,073 13.1214 I By Spouse
Employee Stock Option 11/03/1998 11/03/2009 Class A Common Stock 4,073 13.3362 I By Spouse
Employee Stock Option 11/02/1999 11/02/2010 Class A Common Stock 3,303 16.7538 I By Spouse
Employee Stock Option 11/02/1999 11/02/2010 Class A Common Stock 3,303 17.028 I By Spouse
Employee Stock Option 11/07/2000 11/07/2011 Class A Common Stock 2,532 24.6943 I By Spouse
Employee Stock Option 11/07/2000 11/07/2011 Class A Common Stock 2,532 25.0984 I By Spouse
Employee Stock Option 11/06/2001 11/06/2012 Class A Common Stock 2,312 30.537 I By Spouse
Employee Stock Option 11/06/2001 11/06/2012 Class A Common Stock 2,312 31.0368 I By Spouse
Employee Stock Option 11/06/2002 11/05/2013 Class A Common Stock 6,000 28.2187 I By Spouse
Employee Stock Option 11/04/2003 11/04/2014 Class A Common Stock 5,000 33.1563 I By Spouse
Explanation of Responses:
1. Shares owned jointly with her husband, Ronald Taylor Harrison.
2. Shares held by JWM Family Enterprises, L.P. ("JWMFE, LP"). JWM Family Enterprises, Inc. is the general partner of JWMFE, LP. Deborah Marriott Harrison directly and indirectly owns 24.99% of the outstanding stock of JWM Family Enterprises, Inc. The reporting person disclaims beneficial ownership of the shares held by JWMFE, L.P. except to the extent of her pecuniary interest therein.
3. Shares held by Thomas Point Ventures, L.P. ("TPV"). JWMFE, LP is the general partner of TPV. JWM Family Enterprises, Inc. is the general partner of JWMFE, LP. Deborah Marriott Harrison directly and indirectly owns 24.99% of the outstanding stock of JWM Family Enterprises, Inc. The reporting person disclaims beneficial ownership of the shares held by TPV except to the extent of his pecuniary interest therein.
4. Shares held in a 1974 trust for the benefit of Deborah Marriott Harrison. Donna Rae Garff Marriott, Deborah Marriott Harrison's mother, and an unrelated person are trustees.
5. Shares held in two 1965 trusts for the benefit of Deborah Marriott Harrison. J. Willard Marriott, Jr., Deborah Marriott Harrison's father, and Richard E. Marriott, Deborah Marriott Harrison's uncle, are trustees.
6. Holders of deferred bonus stock awards do not receive dividends or exercise voting rights on their deferred bonus stock until it is distributed to them. The recipient can designate an award as current, which is distributed in 10 annual installments beginning one year after the award is granted, or deferred, which is distributed in a lump sum or in up to 10 installments following termination of employment. Deferred bonus stock contingently vests in ten equal annual installments beginning one year after the Issuer makes the award.
7. Represents 220 share units, 993 share units and 1,888 share units granted on February 5, 2004, February 10, 2005 and February 13, 2006, respectively, that vest in four equal annual installments and 4,000 shares units granted on May 11, 2005 that vest in five equal annual installments.
/s/ Deborah Marriott Harrison 05/25/2006
** Signature of Reporting Person 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 5 (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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