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*
Juliana B. Marriott Marital Trust

(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 a 10% Group
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2014
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 12/19/2014 G 380 D $0.0000 43,322 D
Class A Common Stock 12/22/2014 G 646 D $0.0000 42,676 D
Class A Common Stock 12/31/2014 G 676 D $0.0000 42,000 D
Class A Common Stock 24,227,118 I By JWM Family Enterprises, Inc.(1)
Class A Common Stock 13,220 I By Trust for benefit of child - 1(2)
Class A Common Stock 16,682 I By Trust for benefit of child - 2(2)
Class A Common Stock 11,732 I By Trust for benefit of child - 3(2)
Class A Common Stock 68,900 I By Trust for benefit of child - 4(2)
Class A Common Stock 76,991 I By Trust for benefit of child - 5(2)
Class A Common Stock 53,622 I By Trust for benefit of child - 6(2)
Class A Common Stock 469,069 I JBM Marital Trust(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
Explanation of Responses:
1. Consists of 9,199,999 shares owned by Thomas Point Ventures, L.P., whose sole general partner is JWM Family Enterprises, L.P., 2,904,028 shares held by Terrapin Limited Holdings, LLC, whose sole member is JWM Family Enterprises, L.P., 4,200,000 shares owned by Anchorage Partners, L.P., whose sole general partner is JWM Family Enterprises, L.P., and 7,923,091 shares owned by JWM Family Enterprises, L.P. JWM Family Enterprises, Inc. is the sole general partner of JWM Family Enterprises, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
Remarks:
poajblmaritaltrust.txt
Bancroft S. Gordon, Attorney-In-Fact 05/21/2015
** 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.
POWER OF ATTORNEY

	Know all men by these presents, that the undersigned hereby constitutes
  and appoints each of Bancroft S. Gordon and his successor as Secretary of
Marriott
 International, Inc. (the "Company"), Edward A. Ryan and his successor as the
Company's General Counsel, W. David Mann and his successor as the Company's
Senior Vice President and Associate General Counsel, and Ward R. Cooper
and his successor as the Company's Assistant General Counsel for
Corporate Governance the undersigned's true and lawful attorney-in-fact to:

       	(1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as statutory insider of the Company, Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

       	(2)	do and perform any and all acts for and on behalf of the
  undersigned which may be necessary or desirable to execute any such Form 3, 4
or
 5 and timely file such form with the United States Securities and Exchange
 Commission and any stock exchange or similar authority; and

(3) take any and all other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact, acting
individually, full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company's Secretary.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 10 day of April 2015.

				The Juliana B. Marriott Marital Trust

       Signature:      	  /s/Juliana Marriott
				Printed name/title:  Juliana Marriott, Trustee
POA JBL Marital Trust:869512_1