Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harrison Deborah Marriott

(Last)

(First)

(Middle)

7750 WISCONSIN AVENUE

(Street)

BETHESDA

20814

(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)
02/15/2024

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	02/16/2024		S		37,300⁽¹⁾	D	$241.46	9,100	I	2021 Trust
Class A Common - Restricted Stock Units	02/15/2024		F⁽²⁾		1,307	D	$238.87	2,220	I	By Spouse⁽³⁾
Class A Common Stock								47,129	D
Class A Common Stock-Dir. Def. Stock Comp Plan-1								2,435	D
Class A Common Stock								20,160	I	By Spouse⁽³⁾
Class A Common Stock								240,000	I	Generations Trust⁽³⁾
Class A Common Stock								11,910	I	Grandchildren Multi-Trust⁽³⁾
Class A Common Stock								22,027,118	I	JWM Family Enterprises⁽³⁾
Class A Common Stock								70,203	I	JWM III Trustee 1⁽³⁾
Class A Common Stock								60,636	I	JWM III Trustee 2⁽³⁾
Class A Common Stock								48,327	I	JWM III Trustee 3⁽³⁾
Class A Common Stock								251,000	I	JWM Insurance Trust⁽³⁾
Class A Common Stock								71,651	I	KAH Irrev. 1998 Trust⁽³⁾
Class A Common Stock								34,920	I	MCH Investments, LLC⁽³⁾
Class A Common Stock								57,420	I	MCH Irrev. Trust⁽³⁾
Class A Common Stock								90,561	I	SMH Investments, LLC⁽³⁾
Class A Common Stock								12,658	I	SMH Irrev. Trust⁽³⁾
Class A Common Stock								245,210	I	The Harrison Generation Trust⁽³⁾

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)

Explanation of Responses:

1. Represents the weighted average sale price. The highest price at which shares were sold was $241.61 and the lowest price at which shares were sold was $241.22.

2. Shares withheld by the Company to cover taxes associated with vesting of RSUs.

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

	Andrew P.C. Wright, Attorney-in-Fact	02/20/2024
	** 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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