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)
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)
01/02/2019
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 - Deferred Stock Bonus Award 01/02/2019 F 8(1) D $106.94 57 I By Spouse
Class A Common - Restricted Stock Units 6,572 D
Class A Common Stock 145,647 D
Class A Common Stock 20,000 I AES JWM Gen Trust
Class A Common - Restricted Stock Units 11,270 I By Spouse(2)
Class A Common Stock 22,305 I By Spouse(2)
Class A Common Stock 74,000 I DMH 2018 Annuity 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 34,920 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 90,561 I SMH Investments, LLC
Class A Common Stock 209,210 I The Harrison Generation Trust
Class A Common Stock 64,268 I Trustee 8
Class A Common Stock 58,993 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This Form 4 reports (via transaction code "F") the withholding of shares by the Company in connection with the vesting of Deferred Stock Bonus Awards for tax withholding purposes. The Deferred Stock Bonus Awards were granted on 1/2/86 and 1/2/87 and vest annually, on their anniversary dates (or the first business day thereafter), thru 1/2/2021.
2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
Bancroft S. Gordon, Attorney-In-Fact 01/03/2019
** 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.