Stephanie M. Loughlin
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see
the Notes).
SCHEDULE 13D/A
CUSIP No. 571903202
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Page 2 of 18 Pages
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1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JWM Family Enterprises, Inc.
52-1823618
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
o
|
3
|
SEC USE ONLY SEC USE ONLY
|
4
|
SOURCE OF FUNDS OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER 0
|
8
|
SHARED VOTING POWER 24,227,118*
|
9
|
SOLE DISPOSITIVE POWER 0
|
10
|
SHARED DISPOSITIVE POWER 24,227,118*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,227,118**
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not Applicable
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%***
|
14
|
TYPE OF REPORTING PERSON CO
|
|
|
|
|
* Consists of the following: (a) 7,923,091 shares held by JWM
Family Enterprises, L.P, whose sole general partner in JWM Family Enterprises, Inc.; (b) 9,199,999 shares owned by Thomas Point
Ventures, L.P., whose sole general partner is JWM Family Enterprises, L.P.; (c) 2,504,028 shares held by Terrapin Limited Holdings,
LLC, whose sole member is JWM Family Enterprises, L.P.; (d) 400,000 shares held by Short North Limited Holdings, LLC, whose sole
member is JWM Family Enterprises, L.P; (e) 3,940,000 shares owned by Anchorage Partners, L.P., whose sole general partner is JWM
Family Enterprises, L.P.; and (f) 260,000 shares held by Dauntless Limited Holdings, LLC, whose sole member is Anchorage Partners,
L.P.
** The Potential Group Members (as defined herein) may be
deemed to be a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The aggregate number of shares beneficially owned by all of the Potential Group Members
without duplication is 42,930,026, including 618,341 shares of Class A Common Stock attributable to stock options
(“Options”), stock appreciation rights (“SARs”), and restricted stock units (“RSUs”) that
are currently exercisable or exercisable within 60 days of November 15, 2017.
*** The denominator is based on 364,581,283 shares of Class
A Common Stock outstanding as of October 26, 2017, as stated on the facing page of the Form 10-Q filed by Marriott International,
Inc. for the quarter ended September 30, 2017 (the “Form 10-Q”).
SCHEDULE 13D/A
CUSIP No. 571903202
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Page 3 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JWM Family Enterprises, L.P.
52-1821926
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
o
|
3
|
SEC USE ONLY SEC USE ONLY
|
4
|
SOURCE OF FUNDS OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER 7,923,091*
|
8
|
SHARED VOTING POWER 16,304,027**
|
9
|
SOLE DISPOSITIVE POWER 7,923,091*
|
10
|
SHARED DISPOSITIVE POWER 16,304,027**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,227,118
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not Applicable
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%***
|
14
|
TYPE OF REPORTING PERSON PN
|
|
|
|
|
* Consists of 7,923,091 shares held directly by JWM Family Enterprises,
L.P.
** Consists of the following: (a) 9,199,999 shares owned by
Thomas Point Ventures, L.P., whose sole general partner is JWM Family Enterprises, L.P.; (b) 2,504,028 shares held by Terrapin
Limited Holdings, LLC, whose sole member is JWM Family Enterprises, L.P.; (c) 400,000 shares held by Short North Limited Holdings,
LLC, whose sole member is JWM Family Enterprises, L.P; (d) 3,940,000 shares owned by Anchorage Partners, L.P., whose sole general
partner is JWM Family Enterprises, L.P.; and (e) 260,000 shares held by Dauntless Limited Holdings, LLC, whose sole member is Anchorage
Partners, L.P.
*** The denominator is based on 364,581,283 shares of Class
A Common Stock outstanding as of October 26, 2017, as stated on the facing page of the Form 10-Q.
SCHEDULE 13D/A
CUSIP No. 571903202
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Page 4 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
J.W.
Marriott, Jr.
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
o
|
3
|
SEC USE ONLY SEC USE ONLY
|
4
|
SOURCE OF FUNDS OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER 708,848*
|
8
|
SHARED VOTING POWER 38,627,102**
|
9
|
SOLE DISPOSITIVE POWER 708,848*
|
10
|
SHARED DISPOSITIVE POWER 38,627,102**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,335,950***
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not Applicable
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%****
|
14
|
TYPE OF REPORTING PERSON IN
|
|
|
|
|
* Consists of the following: (a) 240,024
shares held by J.W. Marriott, Jr. as sole trustee of a revocable trust; and (b) 468,824 shares attributable to SARs held by J.W.
Marriott, Jr. currently exercisable or exercisable within 60 days of November 15, 2017. SAR underlying share amounts are based
on the $122.26 closing price of Marriott International, Inc. Class A Common Stock on November 15, 2017.
** Consists of the following:
(a) 3,718,441 shares held by ten trusts for the benefit of the children of J.W. Marriott, Jr. and the children of Richard
E. Marriott, for which J.W. Marriott, Jr. serves as a trustee; (b) 3,523,737 shares owned by The J. Willard & Alice
S. Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr. serves as a trustee; (c) 4,846,110 shares held
by a limited liability company, for which J.W. Marriott, Jr. serves as a manager; (d) 24,227,118 shares beneficially owned by JWM
Family Enterprises, Inc.; (e)
SCHEDULE 13D/A
CUSIP No. 571903202
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Page 5 of 18 Pages
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1,689,363 shares held by three trusts for the benefit of J.W.
Marriott, Jr.’s children, for which the spouse of J.W. Marriott, Jr. serves as a trustee; (f) 49,575 shares owned by three
trusts for the benefit of J.W. Marriott, Jr.’s grandchildren, for which the spouse of J.W. Marriott, Jr. serves as a trustee;
(g) 47,000 shares owned by the J. Willard Marriott Jr. Foundation, for which J.W. Marriott, Jr. serves as a trustee; (h) 285,758
shares held by J.W. Marriott, Jr.’s spouse, as sole trustee of a revocable trust; and (i) 240,000 shares owned by six trusts
for the benefit of the grandchildren and more remote descendants of J. W. Marriott, Jr., for which the spouse of J.W. Marriott,
Jr. serves as a trustee. J.W. Marriott, Jr. disclaims beneficial ownership of the foregoing shares in excess of his pecuniary interest.
*** The Potential Group Members may be deemed to be a “group”
within the meaning of Section 13(d)(3) of the Securities Exchange Act. The aggregate number of shares beneficially owned by all
of the Potential Group Members without duplication is 42,930,026, including 618,341 shares of Class A Common Stock attributable
to Options, SARs, and RSUs that are currently exercisable or exercisable within 60 days of November 15, 2017.
**** The denominator is based on: (a) 364,581,283 shares of
Class A Common Stock outstanding as of October 26, 2017, as stated on the facing page of the Form 10-Q; and (b) 468,824 shares
Stock attributable to SARs that are currently exercisable or exercisable within 60 days of November 15, 2017.
SCHEDULE 13D/A
CUSIP No. 571903202
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Page 6 of 18 Pages
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1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Deborah
Marriott Harrison
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
o
|
3
|
SEC USE ONLY SEC USE ONLY
|
4
|
SOURCE OF FUNDS OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER 149,221*
|
8
|
SHARED VOTING POWER 29,135,908**
|
9
|
SOLE DISPOSITIVE POWER 149,221*
|
10
|
SHARED DISPOSITIVE POWER 29,135,908**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,285,129***
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not Applicable
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%****
|
14
|
TYPE OF REPORTING PERSON IN
|
|
|
|
|
* Consists of (a) 145,427 shares held directly by Deborah Marriott
Harrison; and (b) 3,794 shares attributable to SARs held by Deborah Marriott Harrison currently exercisable or exercisable within
60 days of November 15, 2017. SAR underlying share amounts are based on the $122.26 closing price of Marriott International, Inc.
Class A Common Stock on November 15, 2017.
** Consists of the following: (a) 24,227,118 shares beneficially
owned by JWM Family Enterprises, Inc.; (b) 3,523,737 shares owned by The J. Willard & Alice S. Marriott Foundation, a charitable
foundation, for which Deborah Marriott Harrison serves as a trustee; (c) 18,852 shares held directly by Deborah Marriott Harrison’s
husband, Ronald Taylor Harrison; (d) 179,166 shares held in three trusts for the benefit of J.W. Marriott, Jr.’s grandchildren,
for which Deborah Marriott Harrison serves as a trustee; (e) 6,420 shares held in two trusts for the benefit of Deborah Marriott
Harrison’s grandchildren, for which Deborah Marriott Harrison serves as a trustee; (f) 208,023 shares held in three trusts
for the benefit of Deborah Marriott Harrison’s children, for which Deborah Marriott Harrison serves as a trustee; (g) 54,920
shares
CUSIP No. 571903202
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Page 7 of 18 Pages
|
held in a limited liability company, for which Deborah Marriott
Harrison serves as a manager; (h) 110,561 shares held in a limited liability company, for which Deborah Marriott Harrison’s
spouse serves as a manager; (i) 106,901 shares subject to Options and SARs held by Deborah Marriott Harrison’s spouse, currently
exercisable or exercisable within 60 days of November 15, 2017; (j) 240,000 shares owned by six trusts for the benefit of the grandchildren
and more remote descendants of J. W. Marriott, Jr., for which Deborah Marriott Harrison serves as a trustee; (k) 251,000 shares
owned by a life insurance trust, for which Deborah Marriott Harrison serves as a trustee; and (l) 209,210 shares held in a trust
for the benefit of Deborah Marriott Harrison’s descendants, for which Deborah Marriott Harrison serves as a trustee. Deborah
Marriott Harrison disclaims beneficial ownership of all of the foregoing shares in excess of her pecuniary interest.
*** The Potential Group Members may be deemed to be a “group”
within the meaning of Section 13(d)(3) of the Exchange Act. The aggregate number of shares beneficially owned by all of the Potential
Group Members without duplication is 42,930,026, including 618,341 shares of Class A Common Stock issuable upon the exercise of
Options, SARs, and RSUs that are currently exercisable or exercisable within 60 days of November 15, 2017.
**** The denominator is based on: (a) 364,581,283 shares of
Class A Common Stock outstanding as of October 26, 2017, as stated on the facing page of the Form 10-Q; and (b) 110,695 shares
subject to Options and SARs exercisable within 60 days of December 8, 2017.
SCHEDULE 13D/A
CUSIP No. 571903202
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Page 8 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Juliana B. Marriott Marital Trust
46-6976704
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
o
|
3
|
SEC USE ONLY SEC USE ONLY
|
4
|
SOURCE OF FUNDS OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER 465,495*
|
8
|
SHARED VOTING POWER 24,227,118**
|
9
|
SOLE DISPOSITIVE POWER 465,495*
|
10
|
SHARED DISPOSITIVE POWER 24,227,118**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,692,613***
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not Applicable
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%****
|
14
|
TYPE OF REPORTING PERSON OO
|
|
|
|
|
* Consists of 465,495 shares held directly by The Juliana B.
Marriott Marital Trust (the “Marital Trust”).
** Consists of 24,227,118 shares beneficially owned by JWM Family
Enterprises, Inc. The Marital Trust disclaims beneficial ownership of the foregoing shares in excess of its pecuniary interest.
*** The Potential Group Members may be deemed to be a “group”
within the meaning of Section 13(d)(3) of the Exchange Act. The aggregate number of shares beneficially owned by all of the Potential
Group Members without duplication is 42,930,026, including 618,341 shares of Class A Common Stock issuable upon the exercise of
Options, SARs, and RSUs that are currently exercisable or exercisable within 60 days of November 15, 2017.
**** The denominator is based on 364,581,283 shares of Class
A Common Stock outstanding as of October 26, 2017, as stated on the facing page of the Form 10-Q.
SCHEDULE 13D/A
CUSIP No. 571903202
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|
Page 9 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Juliana
B. Marriott
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
o
|
3
|
SEC USE ONLY SEC USE ONLY
|
4
|
SOURCE OF FUNDS OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER 18,000*
|
8
|
SHARED VOTING POWER 25,103,312**
|
9
|
SOLE DISPOSITIVE POWER 18,000*
|
10
|
SHARED DISPOSITIVE POWER 25,103,312**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,121,312***
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not Applicable
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%****
|
14
|
TYPE OF REPORTING PERSON IN
|
|
|
|
|
* Consists of 18,000 shares held directly by Juliana B. Marriott.
** Consists of the following: (a) 24,692,613 shares beneficially
owned by the Marital Trust, for which Juliana B. Marriott serves as a trustee; (b) 221,678 shares held in three trusts for the
descendants of Stephen Garff Marriott, for which Juliana B. Marriott serves as a trustee; and (c) 189,021 shares held in six trusts
for the benefit of Juliana B. Marriott’s children, for which Juliana B. Marriott serves as a trustee. Juliana B. Marriott
disclaims beneficial ownership of the foregoing shares in excess of her pecuniary interest.
*** The Potential Group Members may be deemed to be a “group”
within the meaning of Section 13(d)(3) of the Exchange Act. The aggregate number of shares beneficially owned by all of the Potential
Group Members without duplication is 42,930,026, including 618,341 shares of Class A Common Stock issuable upon the exercise of
Options, SARs, and RSUs that are currently exercisable or exercisable within 60 days of November 15, 2017.
**** The denominator is based on 364,581,283 shares of Class
A Common Stock outstanding as of October 26, 2017, as stated on the facing page of the Form 10-Q.
SCHEDULE 13D/A
CUSIP No. 571903202
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|
Page 10 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Stephen
Blake Marriott
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
o
|
3
|
SEC USE ONLY SEC USE ONLY
|
4
|
SOURCE OF FUNDS OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER 145,601*
|
8
|
SHARED VOTING POWER 24,227,118**
|
9
|
SOLE DISPOSITIVE POWER 145,601*
|
10
|
SHARED DISPOSITIVE POWER 24,227,118**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,372,719***
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not Applicable
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%****
|
14
|
TYPE OF REPORTING PERSON IN
|
|
|
|
|
* Consists of 145,601 shares held directly by Stephen Blake
Marriott.
** Consists of 24,227,118 shares beneficially owned by JWM Family
Enterprises, Inc. Stephen Blake Marriott disclaims beneficial ownership of the foregoing shares in excess of his pecuniary interest.
*** The Potential Group Members may be deemed to be a “group”
within the meaning of Section 13(d)(3) of the Exchange Act. The aggregate number of shares beneficially owned by all of the Potential
Group Members without duplication is 42,930,026, including 618,341 shares of Class A Common Stock issuable upon the exercise of
Options, SARs, and RSUs that are currently exercisable or exercisable within 60 days of November 15, 2017.
**** The denominator is based
on 364,581,283 shares of Class A Common Stock outstanding as of October 26, 2017, as stated on the facing page of the Form 10-Q.
SCHEDULE 13D/A
CUSIP No. 571903202
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|
Page 11 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David
Sheets Marriott
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
o
|
3
|
SEC USE ONLY SEC USE ONLY
|
4
|
SOURCE OF FUNDS OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER 667,958*
|
8
|
SHARED VOTING POWER 29,302,617**
|
9
|
SOLE DISPOSITIVE POWER 667,958*
|
10
|
SHARED DISPOSITIVE POWER 29,302,617**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,970,575***
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not Applicable
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%****
|
14
|
TYPE OF REPORTING PERSON IN
|
|
|
|
|
* Consists of the following: (a) 629,136 shares held directly
David Sheets Marriott; and (b) 38,822 shares subject to Options currently exercisable or exercisable within 60 days of December
8 2017. SAR underlying share amounts are based on the $122.26 closing price of Marriott International, Inc. Class A Common Stock
on November 15, 2017.
** Consists of the following: (a) 24,227,118 shares beneficially
owned by JWM Family Enterprises, Inc.; (b) 15,418 shares held by David Sheets Marriott’s spouse; (c) 75,252 shares held by
four trusts for the benefit of David Sheets Marriott’s children, for which David Sheets Marriott serves as a trustee; (d)
240,000 shares owned by six trusts for the benefit of the grandchildren and more remote descendants of J. W. Marriott, Jr., for
which David Sheets Marriott serves as a trustee; (e) 251,000 shares owned by a life insurance trust, for which David Sheets Marriott
serves as a trustee; (f) 75,000 shares owned by a trust for the descendants of the Separately Filing Group Member (as defined herein),
for which David Sheets Marriott serves as a trustee; (g) 142,565 shares owned by a trust for the descendants of David Sheets Marriott,
for which David Sheets Marriott serves as a trustee; (h) 221,678 shares held in three trusts for the descendants of Stephen Garff
Marriott, for which David Sheets Marriott serves as a trustee; (i) 465,495 shares held by a trust for the benefit of Juliana B.
Marriott, for which David Sheets Marriott serves as a trustee; (j) 3,523,737 shares owned by The J. Willard & Alice S. Marriott
Foundation, a charitable foundation, for which David Sheets Marriott serves as a trustee; and (k) 65,354 shares held by two trusts
for the benefit of a nephew, for which David Sheets Marriott serves as a trustee. David Sheets Marriott disclaims beneficial ownership
of the foregoing shares in excess of his pecuniary interest.
CUSIP No. 571903202
|
|
Page 12 of 18 Pages
|
*** The Potential Group Members may be deemed to be a “group”
within the meaning of Section 13(d)(3) of the Exchange Act. The aggregate number of shares beneficially owned by all of the Potential
Group Members without duplication is 42,930,026, including 618,341 shares of Class A Common Stock issuable upon the exercise of
Options, SARs, and RSUs that are currently exercisable or exercisable within 60 days of November 15, 2017.
**** The denominator is based on: (a) 364,581,283 shares of
Class A Common Stock outstanding as of October 26, 2017, as stated on the facing page of the Form 10-Q; and (b) 38,822 shares
subject to SARs currently exercisable or exercisable within 60 days of November 15, 2017.
SCHEDULE 13D/A
CUSIP No. 571903202
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Page 13 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Nicole
Marriott Avery
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
o
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3
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SEC USE ONLY SEC USE ONLY
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4
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SOURCE OF FUNDS OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d)
or 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER 20,605*
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8
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SHARED VOTING POWER 24,227,118**
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9
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SOLE DISPOSITIVE POWER 20,605*
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10
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SHARED DISPOSITIVE POWER 24,227,118**
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,247,723***
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not Applicable
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%****
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14
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TYPE OF REPORTING PERSON IN
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* Consists of 20,605 shares held directly by Nicole Marriott
Avery.
** Consists of 24,227,118 shares beneficially owned by JWM Family
Enterprises, Inc. Nicole Marriott Avery disclaims beneficial ownership of the foregoing shares in excess of her pecuniary interest.
*** The denominator is based on 364,581,283 shares of Class
A Common Stock outstanding as of October 26, 2017, as stated on the facing page of the Form 10-Q.
Schedule 13D/A
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Page
14 of 18 Pages
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Marriott International, Inc.
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This
Amendment No. 5 (this “Amendment No. 5”) is being file by the Reporting Persons (as defined herein) and, with respect
to the Reporting Persons, amends, supplements and to the extent inconsistent with, supersedes the Schedule 13D filed by J.W. Marriott,
Jr., Deborah Marriott Harrison, Stephen Blake Marriott, David Sheets Marriott and Juliana B. Marriott (the “Individual Reporting
Persons”), and JWM Family Enterprises, Inc. (“Family Corp”), JWM Family Enterprises, L.P. (“Family L.P.”)
and The Juliana B. Marriott Marital Trust (the “Marital Trust” and, collectively with the Individual Reporting Persons,
Family Corp, Family LP and Nicole Marriott Avery
, the “Reporting Persons”) and John W. Marriott III (the “Separately
Filing Group Member”) on May 26, 2006, as amended by Amendment No. 1 filed on April 21, 2009, Amendment No. 1 filed on March
13, 2012, Amendment No. 2 filed on November 21, 2013, Amendment No. 3 filed on January 29, 2015 and Amendment 4 filed on December
15, 2017 (as amended, the “Schedule 13D”). This Amendment No. 5 does not amend, supplement or supersede the Schedule
13D with respect to the Separately Filing Group Member.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby deleted
in its entirety and substituted by the following:
The Individual Reporting
Persons, the Marital Trust, Family L.P., Family Corp and the Separately Filing Group Member (collectively, the “Potential
Group Members”) may be deemed to be a “group” within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), due to the provisions of the Second Amended and Restated Stockholders
Agreement, effective as of September 30, 2013 (the “Stockholders Agreement”), as described in Item 4. Except as expressly
set forth in this Amendment No. 5, each Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock beneficially
owned by any other Reporting Person.
To the best knowledge
of the Reporting Persons, the name, business address and present principal occupation or employment of each Individual Reporting
Person and Nicole Marriott Avery are set forth on Appendix A hereto, which is incorporated by reference herein. The Marital Trust
is a trust formed under the laws of Maryland. Family L.P. is a limited partnership organized under the laws of the State of Delaware.
Family L.P.’s principal business is the ownership and operation of hotels. The general partner of Family L.P. is Family Corp.
Family Corp is a corporation organized under the laws of the State of Delaware. Family Corp’s principal business is the ownership
and operation of hotels. The directors and executive officers of Family Corp are set forth on Appendix A hereto. The business
address of each of the Marital Trust, Family L.P. and Family Corp is 9737 Washingtonian Boulevard, Suite 404, Gaithersburg, MD
20878.
To the best knowledge
of the Reporting Persons, during the last five years, none of the Reporting Persons, or the directors and executive officers of
Family Corp has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).
To the best knowledge
of the Reporting Persons, during the last five years, none of the Reporting Persons, or the directors and executive officers of
Family Corp has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result
of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Schedule 13D/A
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Page
15 of 18 Pages
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Marriott International, Inc.
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To the best knowledge
of the Reporting Persons, each Individual Reporting Person, and the directors and executive officers of Family Corp are citizens
of the United States of America.
Item 4. Purpose of the Transaction
The text under each heading listed below
of Item 4 of the Schedule 13D is hereby supplemented and amended by the following:
Second Amended and
Restated Stockholders Agreement
On August 25, 2017,
the Stockholders Agreement was amended by the First Amendment to the Stockholders Agreement (the “Stockholders Agreement
Amendment”). The Stockholders Agreement Amendment modifies the definition of Original Voting Stockholder Nominee to allow
the lineal descendants of each of the Original Voting Stockholders (as defined in the Stockholders Agreement) to be nominated for
election to the Board of Directors of Family Corp.
The foregoing summary
is qualified in its entirety by reference to the Stockholders Agreement Amendment filed as Exhibit 7.02 to this Amendment No. 5
and is hereby incorporated herein by this reference.
Family Corp Pledged
Shares
As of the date of this
Amendment No. 5, of the shares of Class A Common Stock beneficially owned by Family Corp, 3,840,000 shares have been pledged as
collateral in connection primarily with investments in hotel properties.
Other Pledged Shares
As of the date of this
Amendment No. 5, of the shares of Class A Common Stock held directly by Stephen Blake Marriott, 145,601 shares have been pledged
as collateral.
As of the date of this
Amendment No. 5, of the shares of Class A Common Stock held directly by trusts of which J.W. Marriott, Jr. is a trustee, 865,363
shares have been pledged as collateral.
As of the date of this
Amendment No. 5, of the shares of Class A Common Stock held directly by a trust of which Deborah Marriott Harrison is a trustee,
70,203 shares have been pledged as collateral.
Schedule 13D/A
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Page
16 of 18 Pages
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Marriott International, Inc.
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Item 5. Interest in Securities of the
Issuer
Item 5 of the Schedule 13D is hereby deleted
in its entirety and substituted by the following:
(a)
See Items 11 and 13
and the footnotes thereto of the cover pages to this Amendment No. 5, which are incorporated herein
by reference, for the aggregate number of shares and percentage of Class A Common Stock owned by each Reporting Person.
(b) See Items 7-10
and the footnotes thereto of the cover pages to this Amendment No. 5, which are incorporated herein by reference, for the aggregate
number of shares of Class A Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to
vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition of such shares of Class A Common Stock.
(c) The following Reporting
Persons have effected transactions in the Class A Common Stock during the past sixty days:
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On November 10, 2017, Deborah Marriott Harrison sold 130,000 shares.
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(d) Except as provided
in Item 4 and as described in the footnotes to the cover pages of this Amendment No. 5, no other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common
Stock referred to in paragraphs (a) and (b) above.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby deleted
in its entirety and substituted by the following:
The description of
the material terms of the Stockholders Agreement, as amended, set forth in Item 4 is incorporated herein by this reference.
The Reporting Persons
have also entered into a Joint Filing Agreement dated as of November 22, 2017, a copy of which is filed as Exhibit 7.01 with this
Amendment No. 5.
Schedule 13D/A
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Page
17 of 18 Pages
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Marriott International, Inc.
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Item 7. Material to be Filed as Exhibits
Exhibit 7.01 Joint
Filing Agreement, dated as of November 22, 2017.
Exhibit 7.02 First
Amendment to Second Amended and Restated Stockholders Agreement, effective August 25, 2017.
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
November 22, 2017
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By:
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/s/ J.W. Marriott, Jr.
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Date
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J.W. Marriott, Jr.
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By:
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/s/ Deborah Marriott Harrison
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Deborah Marriott Harrison
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The Juliana B. Marriott Marital Trust
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By:
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/s/ Juliana B. Marriott
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Name:
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Juliana B. Marriott
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Title:
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Trustee
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By:
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/s/ David Sheets Marriott
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Name:
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David Sheets Marriott
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Title:
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Trustee
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By:
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/s/ Juliana B. Marriott
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Juliana B. Marriott
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By:
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/s/ David Sheets Marriott
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David Sheets Marriott
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By:
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/s/ Stephen Blake Marriott
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Stephen Blake Marriott
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Schedule 13D/A
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Page
18 of 18 Pages
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Marriott International, Inc.
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JWM Family Enterprises, Inc.
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By:
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/s/ Jacqueline M. Perry
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Name:
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Jacqueline M. Perry
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Title:
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Treasurer
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JWM Family Enterprises, L.P.
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By:
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JWM Family Enterprises, Inc., its General Partner
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By:
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/s/ Jacqueline M. Perry
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Name:
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Jacqueline M. Perry
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Title:
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Treasurer
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By:
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/s/ Nicole Marriott Avery
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Nicole Marriott Avery
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Appendix A
Individual Reporting Persons
Name
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Business Address
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Principal Occupation
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J.W. Marriott, Jr.*
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Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
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Executive Chairman and Chairman of the Board, Marriott International, Inc.
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Deborah Marriott Harrison*
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Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
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Global Officer, Marriott Culture and Business Councils, Marriott International, Inc.
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Juliana B. Marriott
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JWM Family Enterprises, Inc.
9737 Washingtonian Blvd, Suite 404
Gaithersburg, MD 20878
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Interior Designer, Self-Employed
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David Sheets Marriott
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Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
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Chief Operations Officer – Americas Eastern Region, Marriott International, Inc.
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Stephen Blake Marriott
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Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
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Destination Sales Executive, Marriott International, Inc.
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* Director of Marriott International, Inc.
Nicole Marriott Avery
Business Address
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Principal Occupation
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Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
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Internal Communications Manager, Marriott International, Inc.
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JWM Family Enterprises, Inc.
Name
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Business Address
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Principal Occupation
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J.W. Marriott, Jr.*
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Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
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Executive Chairman and Chairman of the Board, Marriott International, Inc.
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Deborah Marriott Harrison**
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Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
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Global Officer, Marriott Culture and Business Councils, Marriott International, Inc.
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Nicole Marriott Avery**
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Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
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Internal Communications Manager, Marriott International, Inc.
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David Sheets Marriott**
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Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
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Chief Operations Officer – Americas Eastern Region, Marriott International, Inc.
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Stephen Blake Marriott**
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Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
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Destination Sales Executive, Marriott International, Inc.
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Richard L. Braunstein**
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4310 42nd Street, N.W.
Washington, DC 20016
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Retired
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Jeffrey Kurzweil**
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Venable LLP
600 Massachusetts Avenue, NW Washington, DC 20001
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Partner, Venable LLP
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William J. Shaw**
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Marriott Vacations Worldwide Corp.
6649 Westwood Blvd., Suite 500
Orlando, FL 32821
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Chairman of the Board, Marriott Vacations Worldwide Corporation
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Kevin M. Kimball
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JWM Family Enterprises, Inc.
9737 Washingtonian Blvd, Suite 404
Gaithersburg, MD 20878
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President and CEO of JWM Family Enterprises, Inc.
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* Chairman of the Board of Directors of JWM Family Enterprises,
Inc.
** Director of JWM Family Enterprises, Inc.