SEC FORM 4 SEC Form 4
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*
Harrison Deborah Marriott

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

(Street)
BETHESDA MD 20817

(City) (State) (Zip)
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)
Member of 13(d) group
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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.
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