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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

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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 13(d) group

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/08/2017		A		11,034	A	$0.0000	29,885	I	By Spouse⁽¹⁾
Class A Common Stock	12/08/2017		A		10,434	A	$0.0000	40,319	I	By Spouse⁽¹⁾
Class A Common Stock	12/08/2017		A		4,668	A	$0.0000	44,987	I	By Spouse⁽¹⁾
Class A Common Stock	12/08/2017		A		3,278	A	$0.0000	48,265	I	By Spouse⁽¹⁾
Class A Common Stock	12/08/2017		A		3,122	A	$0.0000	51,387	I	By Spouse⁽¹⁾
Class A Common Stock	12/08/2017		A		2,865	A	$0.0000	54,252	I	By Spouse⁽¹⁾
Class A Common Stock	12/08/2017		S		35,401	D	$128.85⁽²⁾	18,851	I	By Spouse⁽¹⁾
Class A Common Stock								114,155	D
Class A Common Stock								20,000	I	AES JWM Gen Trust
Class A Common Stock								60,000	I	DMH JWM Gen Trust
Class A Common Stock								60,000	I	DSM JWM Gen Trust
Class A Common Stock								2,110	I	HMH 2014 Trust
Class A Common Stock								20,000	I	JRJ JWM Gen Trust
Class A Common Stock								24,227,118	I	JWM Family Enterprises
Class A Common Stock								60,000	I	JWM III JWM Gen Trust
Class A Common Stock								70,203	I	JWM III Trustee 1
Class A Common Stock								60,636	I	JWM III Trustee 2
Class A Common Stock								48,327	I	JWM III Trustee 3
Class A Common Stock								251,000	I	JWM Insurance Trust
Class A Common Stock								535	I	MCH 1998 Trust
Class A Common Stock								54,920	I	MCH Investments, LLC
Class A Common Stock								22,464	I	MCH Irrev. Trust
Class A Common Stock								4,310	I	PWH 2014 Trust
Class A Common Stock								20,000	I	SBM JWM Gen Trust
Class A Common Stock								110,561	I	SMH Investments, LLC
Class A Common Stock								209,210	I	The Harrison Generation Trust
Class A Common Stock								84,268	I	Trustee 8
Class A Common Stock								78,993	I	Trustee 9

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$34.67	12/08/2017		D			30,716	⁽³⁾	⁽⁴⁾	Class A Common Stock	30,716	$0.0000	0.0000	I	By Spouse
Stock Appreciation Rights	$27.46	12/08/2017		D			7,952	⁽⁵⁾	02/15/2020	Class A Common Stock	7,952	$0.0000	0.0000	I	By Spouse
Stock Appreciation Rights	$26.99	12/08/2017		D			7,268	⁽⁶⁾	02/16/2020	Class A Common Stock	7,268	$0.0000	0.0000	I	By Spouse
Stock Appreciation Rights	$40.84	12/08/2017		D			9,512	⁽⁷⁾	02/17/2022	Class A Common Stock	9,512	$0.0000	0.0000	I	By Spouse
Stock Appreciation Rights	$35.54	12/08/2017		D			12,836	⁽⁸⁾	02/19/2018	Class A Common Stock	12,836	$0.0000	0.0000	I	By Spouse
Stock Appreciation Rights	$39.27	12/08/2017		D			30,536	⁽⁹⁾	02/22/2023	Class A Common Stock	30,536	$0.0000	0.0000	I	By Spouse

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

2. Represents the weighted average sale price. The highest price at which shares were sold was $129.09 and the lowest price at which shares were sold was $128.77.

3. Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 21, 2012 grant date.

4. The SAR's will expire February 21, 2022.

5. Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning February 15, 2010.

6. Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal annual installments beginning on the first anniversary of the February 16, 2010 grant date.

7. Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 17, 2011 grant date.

8. Stock Appreciation Right, settled in Class A Common Stock and vesting in four equal annual installments beginning with the first anniversary of February 19, 2008.

9. Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 22, 2013 grant date.

	Bancroft S. Gordon, Attorney-In-Fact	12/12/2017
	** 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.