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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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 ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
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Officer (give title below) |
X |
Other (specify below) |
| 13D group owning more than 10% |
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3. Date of Earliest Transaction
(Month/Day/Year)
10/12/2009
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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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)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Class A Common Stock |
10/13/2009 |
|
S |
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41,000 |
D |
$27.26
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10,747,005 |
I |
By Corporation
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| Class A Common Stock |
10/12/2009 |
|
S |
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42,447 |
D |
$27.05
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11,114,380 |
I |
By Ltd Partnership - TPV
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| Class A Common Stock (DMH) |
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304,498 |
D
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| Class A Common Stock (DSM) |
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603,716 |
D
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| Class A Common Stock (JWM III) |
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663,319 |
D
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| Class A Common Stock (JWM) |
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1,439,262 |
D
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| Class A Common Stock (SGM) |
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969,853 |
D
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| Class A Common Stock |
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1,975,648 |
I
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Trusts DMH |
| Class A Common Stock |
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1,511,229 |
I
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Trusts DSM |
| Class A Common Stock |
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18,441,477 |
I
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Trusts JWM |
| Class A Common Stock |
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1,522,902 |
I
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Trusts JWM III |
| Class A Common Stock |
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1,659,636 |
I
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Trusts SGM |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
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| Remarks: |
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Bancroft S. Gordon, Attorney-In-Fact |
10/14/2009 |
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David Marriott |
10/14/2009 |
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Deborah Harrison |
10/14/2009 |
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Stephen Marriott |
10/14/2009 |
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J. Marriott |
10/14/2009 |
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** 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. |
491091_1.DOC
1. Represents shares held by JWM Family Enterprises, L.P. JWM Family
Enterprises, Inc. is the sole general partner of JWM Family
Enterprises, L.P. J.W. Marriott, Jr., John W. Marriott, III,
Deborah Marriott Harrison, Stephen Garff Marriott and David
Sheets
Marriott are each shareholders of JWM Family Enterprises, Inc.
2. Represents shares held by Thomas Point Ventures, L.P., whose sole
general partner is JWM Family Enterprises, L.P. See footnote (1)
above.
3. Represents shares held directly by Deborah Marriott Harrison.
4. Represents shares held directly by David Sheets Marriott.
5. Represents shares held directly by John W. Marriott, III.
6. Represents shares held directly by J.W. Marriott, Jr.
7. Represents shares held directly by Stephen Garff Marriott.
8. Represents the following shares held indirectly by Deborah
Marriott Harrison: (a) 801,888 shares held by 1965 Trust;
(b) 690,879 shares held by 1974 Trust; (c) 108,630 shares
held by Deborah Marriott Harrison's spouse; (d) 7,336
shares held as Trustee 1 of Trust f/b/o her child;
(e) 15,000 shares held as Trustee 2 of Trust f/b/o her
child; (f) 2,438 shares held as Trustee 3 of Trust f/b/o
her child; (g) 13,359 shares held as Trustee 4 of Trust
f/b/o her child; (h) 82,960 shares held as Trustee 5 of
trust f/b/o her child; (i) 73,211 shares held as Trustee 6
of Trust f/b/o her child; (j) 63,394 shares held as Trustee
7 of Trust f/b/o her child; (k) 61,075 shares held as
Trustee 8 of Trust f/b/o her child; (l) 54,274 shares held
as Trustee 9 of Trust f/b/o her child; and (m)
1,204 shares held as Trustee 10 of Trust f/b/o her child.
9. Represents the following shares held indirectly by David Sheets
Marriott: (a) 789,863 shares held by 1965 Trusts; (b) 665,735
shares held by 1974 Trust; (c) 5,297 shares held by David Sheets
Marriott's spouse; (d) 27,573 shares held as Trustee 1 of Trust
f/b/o his child; (e) 15,294 shares held as Trustee 2 of Trust
f/b/o his child; and (f) 7,467 shares held as Trustee 3 of Trust
f/b/o his child.
10. Represents the following shares held indirectly by J.W. Marriott, Jr.
: (a) 348,986 shares in a 401(k) account; (b) 76,036 shares
held by a trust established for the benefit of J.W. Marriott, Jr.
; (c) 321,180 shares held as a general partner of JWM
Associate Limited Partnership; (d) 280,501 shares held by J.W.
Marriott, Jr.'s spouse; (e) 3,000,000 shares held by a The
JWM-MAR 2009 Annuity Trust;(f) 835,614 shares held by a The J
WM-MAR Annuity Trust; (g) 606,841 shares held as Trustee 1; (h)
787,897 shares held as Trustee 2; (i) 531,289 shares held as
Trustee 3; (j) 789,863 shares held as Trustee 4; (k) 801,888
shares held as Trustee 5; (l) 617,444 shares held as Trustee 6;
(m) 734,976 shares held as Trustee 7; (n) 793,119 shares held as
Trustee 8; (o) 5,562,048 shares held as Trustee 19;
(p) 2,255,608 shares held as Sp. Trustee 1; (q) 15,519 shares
held as Sp. Trustee 2; (r) 16,628 shares held as Sp. Trustee 3;
(s) 16,628 shares held as Sp. Trustee 4; (t) 19,614 shares
held as Sp. Trustee 5; (u) 19,614 shares held as Sp. Trustee 6;
and (v) 10,184 shares held as Sp. Trustee 7.
11. Represents the following shares held indirectly by John W.
Marriott III; (a) 10,606 shares in a 401(k) account; (b) 321,180
shares held as a limited partner of JWM Associates Limited
Partnership; (c) 31,325 shares held by John W. Marriott III's
spouse; (d) 606,841 shares held by 1965 Trust; (e) 342,636 shares
held by 1974 Trust; (f) 64,080 shares held as Trustee 1; (g)
54,545 shares held at Trustee 2; (h) 42,277 shares held as
Trustee 3; (i) 19,614 shares held as Sp. Trustee 1; (j) 19,614
shares held as Sp. Trustee 2; and (k) 10,184 shares held as
Sp. Trustee 3.
12. Represents the following shares held indirectly by Stephen Garff
Marriott: (a) 3,130 shares in a 401(k) account; (b) 793,119
shares held by 1965 Trusts; (c) 556,358 shares held by 1974
Trust; (d) 43,390 shares held by Stephen Garff Marriott's
spouse; (e) 82,662 shares held as Trustee 1 of Trust f/b/o his
child; (f) 70,794 shares held as Trustee 2 of Trust f/b/o his
child; (g) 61,408 shares held as Trustee 3 of Trust f/b/o his
child; (h) 15,519 shares held as Sp. Trustee 1 of Trust f/b/o
his child; (i) 16,628 shares held as Sp. Trustee 2 of Trust
f/b/o his child; and (j)16,628 shares held as Sp. Trustee 3
of Trust f/b/o his child.
Exhibit 99.2
JOINT FILING INFORMATION
Name: J.W. Marriott, Jr.
Address: c/o Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Designated Filer: John W. Marriott, III
Issuer Name and Trading Symbol: Marriott International, Inc. [MAR]
Date of Event Requiring Statement: August 10, 2009
Signature: /s/ Bancroft S. Gordon
________________________
Date: August 12, 2009
**********************
Name: Deborah Marriott Harrison
Address: c/o Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Designated Filer: John W. Marriott, III
Issuer Name and Trading Symbol: Marriott International, Inc. [MAR]
Date of Event Requiring Statement: August 10, 2009
Signature: /s/ Bancroft S. Gordon
_______________________
Date: August 12, 2009
**********************
Name: Stephen G. Marriott
Address: c/o Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Designated Filer: John W. Marriott, III
Issuer Name and Trading Symbol: Marriott International, Inc. [MAR]
Date of Event Requiring Statement: August 10, 2009
Signature: /s/ Bancroft S. Gordon
_______________________
Date: August 12, 2009
**********************
Name: David S. Marriott
Address: c/o Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Designated Filer: John W. Marriott, III
Issuer Name and Trading Symbol: Marriott International, Inc. [MAR]
Date of Event Requiring Statement: August 10, 2009
Signature: /s/ Bancroft S. Gordon
_______________________
Date: August 12, 2009
2720511
2720511
Joint Filing Agreement
The undersigned acknowledge and agree that the foregoing Form 4 is
filed on behalf of each of the undersigned and that any subsequent filings
with respect to Section 16 of the Securities Exchange Act of 1934, as amended,
may be filed on behalf of each of the undersigned without the necessity of
filing additional joint filing agreements. The undersigned further agree to the
filing,furnishing or incorporation by reference of this joint filing agreement
as an exhibit to any joint filing made pursuant to Section 16. The undersigned
acknowledge that each shall be responsible for the timely filing of necessary
reports pursuant to Section 16, including any amendments thereto, and for the
completeness and accuracy of the information concerning him or her contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning any other, except to the extent that he or she knows or
has reason to believe that such information is inaccurate. This joint filing
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing, provided to each other party hereto, and then only
with respect to such revoking party.
This agreement may be executed in one or more counterparts, each
of which will be deemed an original but all of which taken together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby executes this Joint
Filing Agreement as of this 15th day of September 2009.
/s/ J.W. Marriott, Jr.
J.W. Marriott, Jr.
/s/ John W. Marriott III
-------------------------------------
John W. Marriott III
/s/ Deborah Marriott Harrison
Deborah Marriott Harrison
/s/ Stephen Garff Marriott
Stephen Garff Marriott
/s/ David Sheets Marriott
David Sheets Marriott
