FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/09/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 10/09/2008 | M | 9,248 | A | $5.97 | 120,506(1) | I | By Spouse(2) | ||
Class A Common Stock | 10/09/2008 | M | 9,248 | A | $5.88 | 129,754(1) | I | By Spouse(2) | ||
Class A Common Stock | 10/09/2008 | S | 9,248 | D | $18.5 | 120,506(1) | I | By Spouse(2) | ||
Class A Common Stock | 10/09/2008 | S | 9,248 | D | $18.49 | 111,258(1) | I | By Spouse(2) | ||
Class A Common Stock | 526,804(3) | D | ||||||||
Class A Common Stock | 798,940(4) | I | By 1965 Trusts | |||||||
Class A Common Stock | 688,340(5) | I | By 1974 Trust | |||||||
Class A Common Stock | 10,827,960(6) | I | By JWM Family Enterprises, L.P. | |||||||
Class A Common Stock | 13,200,000(7) | I | By Thomas Point Ventures, L.P. | |||||||
Class A Common Stock | 7,310 | I | Trustee 1 of Trust f/b/o her child(2) | |||||||
Class A Common Stock | 11,585 | I | Trustee 2 of Trust f/b/o her child(2) | |||||||
Class A Common Stock | 2,430 | I | Trustee 3 of Trust f/b/o her child(2) | |||||||
Class A Common Stock | 13,310 | I | Trustee 4 of Trust f/b/o her child | |||||||
Class A Common Stock | 79,295 | I | Trustee 5 of Trust f/b/o her child(2) | |||||||
Class A Common Stock | 72,942 | I | Trustee 6 of Trust f/b/o her child | |||||||
Class A Common Stock | 59,801 | I | Trustee 7 of Trust f/b/o her child(2) | |||||||
Class A Common Stock | 57,491 | I | Trustee 8 of Trust f/b/o her child(2) | |||||||
Class A Common Stock | 50,715 | I | Trustee 9 of Trust f/b/o her child(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 Option (Right to buy) | $5.88 | 10/09/2008 | M | 9,248 | 10/14/1997(8) | 10/14/2008 | Class A Common Stock | 9,248 | $0 | 0 | I | By Spouse | |||
Stock Option (Right to buy) | $5.97 | 10/09/2008 | M | 9,248 | 10/14/1997(8) | 10/14/2008 | Class A Common Stock | 9,248 | $0 | 0 | I | By Spouse |
Explanation of Responses: |
1. 21,136 shares previously reported as directly owned by Mrs. Harrison are now reported as indirectly owned by her husband. |
2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein. |
3. Includes 12,620 shares owned jointly with her husband Ronald T. Harrison |
4. 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. |
5. 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. |
6. 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, LP except to the extent of her pecuniary interest therein. |
7. 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 her pecuniary interest therein. |
8. The options vests in four equal installments on each of the first four anniversaries October 14, 2003 Grant Date. |
Remarks: |
Bancroft S. Gordon, Attorney-In-Fact | 10/10/2008 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |