Statement of Changes in Beneficial Ownership (4)

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 ^* Brown William P	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 __X__ Officer (give title below) _____ Other (specify below) Group Pres., US and Canada
(Last) (First) (Middle) 10400 FERNWOOD ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 2/24/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	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	2/24/2021		A⁽¹⁾		15945.0000	A	$129.0500 ⁽²⁾	30026.0000	D
Class A Common Stock	2/24/2021		S		3399.0000	D	$154.7400	26627.0000	D
Class A Common Stock	2/24/2021		F⁽¹⁾		14444.0000	D	$154.8500 ⁽³⁾	12183.0000	D
Class A Common Stock	2/25/2021		A⁽⁴⁾		9945.0000	A	$88.3100	22128.0000	D
Class A Common Stock	2/25/2021		S		2194.0000	D	$153.0100	19934.0000	D
Class A Common Stock	2/25/2021		F⁽⁴⁾		7751.0000	D	$153.4100	12183.0000	D
Class A Common - Restricted Stock Units								8453.0000	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$139.5400	2/24/2021		M			6321.0000	⁽⁵⁾	2/20/2028	Class A Common Stock	6321.0000	$0.0000	0.0000	D
Stock Appreciation Rights	$120.1600	2/24/2021		M			5483.0000	⁽⁶⁾	3/2/2030	Class A Common Stock	5483.0000	$0.0000	10966.0000	D
Stock Appreciation Rights	$124.7900	2/24/2021		M			4141.0000	⁽⁷⁾	3/5/2029	Class A Common Stock	4141.0000	$0.0000	8282.0000	D
Stock Appreciation Rights	$88.3100	2/25/2021		M			9945.0000	⁽⁸⁾	2/21/2027	Class A Common Stock	9945.0000	$0.0000	0.0000	D

Explanation of Responses:
(1)	The reporting person received 1,501 shares of common stock upon the net exercise of 15,945 stock appreciation rights (SARs). A total of 14,444 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.
(2)	6,321 SARs were exercised at a grant price of $139.54, 5,483 were exercised at a grant price of $120.16, 4,141 SARs were exercised at a grant price of $124.79.
(3)	A total of 14, 444 shares of common stock were withheld in payment of the SARs exercise prices and to satisfy the withholding tax obligation resulting from the exercise, at a weighted average market price of $154.85.
(4)	The reporting person received 2,194 shares of common stock upon the net exercise of 9,945 stock appreciation rights (SARs). A total of 7,751 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.
(5)	Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 20, 2018 grant date.
(6)	Stock Appreciation Right, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 2, 2020 grant date.
(7)	Stock Appreciation Right, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 6, 2019 grant date.
(8)	Stock Appreciation Right, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 21, 2017 grant date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Brown William P 10400 FERNWOOD ROAD BETHESDA, MD 20817			Group Pres., US and Canada