FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Marriott David S
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%
(Last)          (First)          (Middle)

10400 FERNWOOD ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/15/2017
(Street)

BETHESDA, MD 20817
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/15/2017     S    7100.0000   D $100.5000   (1) 466796.0000   I   JBM Marital Trust  
Class A Common Stock   8/16/2017     S    1300.0000   D $100.5500   (2) 465496.0000   I   JBM Marital Trust  
Class A Common Stock                  629136.0000   D    
Class A Common Stock                  15418.0000   I   By Spouse   (3)
Class A Common Stock                  221678.0000   I   By Trust for Steven Garff Marriott's Descendants  
Class A Common Stock                  24227118.0000   I   JWM Family Enterprises  
Class A Common Stock                  240000.0000   I   JWM Gen Trust  
Class A Common Stock                  75000.0000   I   JWM III Generations Trusts  
Class A Common Stock                  251000.0000   I   JWM Insurance Trust  
Class A Common Stock                  33913.0000   I   Trustee 1 of Trust f/b/o his child   (3)
Class A Common Stock                  21545.0000   I   Trustee 2 of Trust f/b/o his child   (3)
Class A Common Stock                  13662.0000   I   Trustee 3 of Trust f/b/o his child   (3)
Class A Common Stock                  6132.0000   I   Trustee 4 of Trust f/b/o his child  
Class A Common Stock                  11000.0000   I   Trustee 5 SBM1  
Class A Common Stock                  53622.0000   I   Trustee 6 SBM2  
Class A Common Stock                  142565.0000   I   Trustee DSM Descendant  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  Represents the weighted average sale price. The highest price at which shares were sold was $100.95 and the lowest price at which shares were sold was $100.18
(2)  Represents the weighted average sale price. The highest price at which shares were sold was $100.70 and the lowest price at which shares were sold was $100.50.
(3)  The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Marriott David S
10400 FERNWOOD ROAD
BETHESDA, MD 20817



13D Group Owning more than 10%

Signatures
Bancroft S. Gordon, Attorney-In-Fact 8/17/2017
** 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 control number.
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