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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MARRIOTT JOHN W III (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) 13D Group Owning more than 10%
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2018
	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	12/21/2018		G		32,250	D	$0.0000	564,619	D
Class A Common Stock	12/28/2018		G		20,000	D	$0.0000	544,619	D
Class A Common Stock	03/04/2019		G	V	85,019	D	$0.0000	459,600	D
Class A Common Stock	03/28/2019		S		8,100	D	$123.6729	451,500	D
Class A Common Stock	06/20/2019		S(1)		14,650	D	$137.0038	436,850(2)	D
Class A Common Stock								6,154	I	401(k) account
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								20,000	I	JRJ JWM Gen Trust
Class A Common Stock								24,227,118	I	JWM Family Enterprises
Class A Common Stock								75,000	I	JWM III Generations Trusts
Class A Common Stock								60,000	I	JWM III JWM Gen Trust
Class A Common Stock								251,000(3)	I	JWM Insurance Trust
Class A Common Stock								20,605	I	Minor Child
Class A Common Stock								20,000	I	SBM JWM Gen Trust
Class A Common Stock								19,679	I(4)	Sp Trustee 1
Class A Common Stock								19,679	I(4)	Sp Trustee 2
Class A Common Stock								10,217	I(4)	Sp Trustee 3
Class A Common Stock								320,924	I(4)	Spouse
Class A Common Stock								70,203	I(4)	Trustee 1
Class A Common Stock								60,636	I(4)	Trustee 2
Class A Common Stock								48,327	I(4)	Trustee 3
Class A Common Stock								142,565	I	Trustee DSM Descendant
Class A Common Stock								290,000	I	Trustee SGM Descendant

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.83 to $137.15, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges.

2. Reflects exempt disposition of 136,426 shares of common stock, previously reported as directly held, to the Reporting Person's former spouse pursuant to a domestic relations order on November 17, 2015.

3. This amount had previously been erroneously reported as 502,000.

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

Remarks:

The Reporting Person's indirect ownership no longer reflects shares of common stock (i) previously held by a child who no longer resides with the Reporting Person or is financially dependent on the Reporting Person, (ii) held in trusts for the benefit of his children of which his former spouse is the sole trustee and (iii) held in other trusts of which the Reporting Person has ceased to be the trustee.

	Bancroft S. Gordon, Attorney-In-Fact	07/16/2019
	** 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).
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