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 (“Act”)
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
|
|
Page 2 of 18 Pages
|
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)
¨
|
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) ¨
|
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)
7.5%**
|
14
|
TYPE
OF REPORTING PERSON
CO
|
* Consists of the following: (a) 7,127,119 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) 360,000 shares held by Terrapin Limited Holdings,
LLC, whose sole member is JWM Family Enterprises, L.P.; (d) 340,000 shares held by Short North Limited Holdings, LLC, whose sole
member is JWM Family Enterprises, L.P; (e) 3,000,000 shares owned by Penny Lane Limited Holdings, LLC, whose sole member is JWM
Family Enterprises, L.P; (f) 3,840,000 shares owned by Anchorage Partners, L.P., whose sole general partner is JWM Family Enterprises,
L.P.; and (g) 360,000 shares held by Dauntless Limited Holdings, LLC, whose sole member is Anchorage Partners, L.P.
** The denominator is based on 324,414,150 shares of Class A
Common Stock outstanding as of February 10, 2021, as stated on the facing page of the Form 10-K filed by Marriott International,
Inc. for the fiscal year ended December 31, 2020 (the “Form 10-K”).
SCHEDULE 13D/A
CUSIP No. 571903202
|
|
Page
3 of 18 Pages
|
1
|
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)
¨
|
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) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
7,127,119*
|
8
|
SHARED VOTING POWER
17,099,999**
|
9
|
SOLE DISPOSITIVE POWER
7,127,119*
|
10
|
SHARED DISPOSITIVE POWER
17,099,999**
|
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)
7.5%***
|
14
|
TYPE OF REPORTING PERSON
PN
|
* Consists of 7,127,119 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) 360,000 shares held by Terrapin Limited
Holdings, LLC, whose sole member is JWM Family Enterprises, L.P.; (c) 340,000 shares held by Short North Limited Holdings, LLC,
whose sole member is JWM Family Enterprises, L.P; (d) 3,000,000 shares owned by Penny Lane Limited Holdings, LLC, whose sole member
is JWM Family Enterprises, L.P; (e) 3,840,000 shares owned by Anchorage Partners, L.P., whose sole general partner is JWM Family
Enterprises, L.P.; and (e) 360,000 shares held by Dauntless Limited Holdings, LLC, whose sole member is Anchorage Partners, L.P.
*** The denominator is based on 324,414,150 shares of Class
A Common Stock outstanding as of February 10, 2021, as stated on the facing page of the Form 10-K.
SCHEDULE 13D/A
CUSIP No. 571903202
|
|
Page
4 of 18 Pages
|
1
|
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)
¨
|
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
437,970*
|
8
|
SHARED VOTING POWER
36,073,392**
|
9
|
SOLE DISPOSITIVE POWER
437,970*
|
10
|
SHARED DISPOSITIVE POWER
36,073,392**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,511,362***
|
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)
11.3%****
|
14
|
TYPE OF REPORTING PERSON
IN
|
* Consists of the following: 437,970
shares held directly by J.W. Marriott, Jr.
**
Consists of the following: (a) 2,727,534 shares held by six 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) 3,315,741 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) 1,659,167 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) 44,762 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; 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.
SCHEDULE 13D/A
CUSIP No. 571903202
|
|
Page
5 of 18 Pages
|
*** 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 39,553,679,
including 3,605 shares of Class A Common Stock attributable to SARs that are currently exercisable or exercisable within 60 days
of February 25, 2021.
**** The denominator is based on 324,414,150 shares of Class
A Common Stock outstanding as of February 10, 2021, as stated on the facing page of the Form 10-K.
SCHEDULE 13D/A
CUSIP No. 571903202
|
|
Page
6 of 18 Pages
|
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)
¨
|
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) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
206,094*
|
8
|
SHARED VOTING POWER
28,963,447**
|
9
|
SOLE DISPOSITIVE POWER
206,094*
|
10
|
SHARED DISPOSITIVE POWER
28,963,447**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,169,541***
|
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)
9.00%****
|
14
|
TYPE OF REPORTING PERSON
IN
|
* Consists of (a) 72,489 shares held directly by Deborah Marriott
Harrison; (b) 130,000 shares held in a grantor trust of which Deborah Marriott Harrison is the sole trustee; and (c) 3,605 shares
attributable to SARs held by Deborah Marriott Harrison currently exercisable or exercisable within 60 days of February 25, 2021.
SAR underlying share amounts are based on the $157.50 closing price of Marriott International, Inc. Class A Common Stock on February
27. 2021.
** 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) 30,382 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) 9,350 shares held in thirteen trusts for the benefit of Deborah Marriott
Harrison’s grandchildren, for which Deborah Marriott Harrison serves as a trustee; (f) 168,003 shares held in three trusts
for the benefit of Deborah Marriott Harrison’s children, for which Deborah Marriott Harrison serves as a trustee; (g) 34,920
shares held in a limited liability company, for which Deborah Marriott
Harrison serves as a manager; (h) 90,561 shares held in a limited liability company, for which Deborah Marriott Harrison’s
spouse serves as a manager; (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 Deborah Marriott Harrison serves as a trustee; (j) 251,000 shares owned by a life insurance trust,
for which Deborah Marriott Harrison serves as a trustee; and (k) 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.
CUSIP No. 571903202
|
|
Page
7 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 39,553,679, including 3,605 shares of Class A Common Stock issuable upon the exercise of SARs
that are currently exercisable or exercisable within 60 days of February 25, 2021.
**** The denominator is based on: (a) 324,414,150 shares of
Class A Common Stock outstanding as of February 10, 2021, as stated on the facing page of the Form 10-K; and (b) 3,605 shares attributable
to SARs that are currently exercisable or exercisable within 60 days of February 25, 2021.
SCHEDULE 13D/A
CUSIP No. 571903202
|
|
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)
¨
|
3
|
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) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
437,995*
|
8
|
SHARED VOTING POWER
24,227,118**
|
9
|
SOLE DISPOSITIVE POWER
437,995*
|
10
|
SHARED DISPOSITIVE POWER
24,227,118**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,665,113***
|
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)
7.6%****
|
14
|
TYPE OF REPORTING PERSON
OO
|
* Consists of 437,995 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 39,553,679, including 3,605 shares of Class A Common Stock issuable upon the exercise of SARs
that are currently exercisable or exercisable within 60 days of February 25, 2021.
**** The denominator is based on 324,414,150 shares of Class
A Common Stock outstanding as of February 10, 2021, as stated on the facing page of the Form 10-K.
SCHEDULE 13D/A
CUSIP No. 571903202
|
|
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)
¨
|
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) ¨
|
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
24,827,133**
|
9
|
SOLE DISPOSITIVE POWER
18,000*
|
10
|
SHARED DISPOSITIVE POWER
24,827,133**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,845,133***
|
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)
7.7%****
|
14
|
TYPE OF REPORTING PERSON
IN
|
* Consists of 18,000 shares held directly by Juliana B. Marriott.
** Consists of the following: (a) 24,665,113 shares beneficially
owned by the Marital Trust, for which Juliana B. Marriott serves as a trustee; (b) 96,666 shares held in a trust for the descendants
of Stephen Garff Marriott, for which Juliana B. Marriott serves as a trustee; and (c) 65,354 shares held in two trusts for the
benefit of Juliana B. Marriott’s child, 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 39,553,679, including 3,605 shares of Class A Common Stock issuable upon the exercise of SARs
that are currently exercisable or exercisable within 60 days of February 25, 2021.
**** The denominator is based on 324,414,150 shares of Class
A Common Stock outstanding as of February 10, 2021, as stated on the facing page of the Form 10-K.
SCHEDULE 13D/A
CUSIP No. 571903202
|
|
Page
10 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michelle E. 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) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
20,811*
|
8
|
SHARED VOTING POWER
24,227,118**
|
9
|
SOLE DISPOSITIVE POWER
20,811*
|
10
|
SHARED DISPOSITIVE POWER
24,227,118**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,247,939
|
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)
7.5%***
|
14
|
TYPE OF REPORTING PERSON
IN
|
* Consists of: (a) 20,605 shares held directly by Michelle E.
Marriott; and (b) 206 shares held in a trust for the benefit of Michelle E. Marriott’s niece, for which Michelle E. Marriott
serves as sole trustee. Michelle E. Marriott disclaims beneficial ownership of the foregoing shares in excess of her pecuniary
interest.
** Consists of 24,227,118 shares beneficially owned by JWM Family
Enterprises, Inc. Michelle E. Marriott disclaims beneficial ownership of the foregoing shares in excess of her pecuniary interest.
*** The denominator is based on
324,414,150 shares of Class A Common Stock outstanding as of February 10, 2021, as stated on the facing page of the Form 10-K.
SCHEDULE 13D
CUSIP No. 571903202
|
|
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)
¨
|
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) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
686,140*
|
8
|
SHARED VOTING POWER
29,401,364**
|
9
|
SOLE DISPOSITIVE POWER
686,140*
|
10
|
SHARED DISPOSITIVE POWER
29,401,364**
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,087,504***
|
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)
9.3%****
|
14
|
TYPE OF REPORTING PERSON
IN
|
* Consists of the following: (a) 646,924 shares held directly
David Sheets Marriott; and (b) 39,216 shares held in a grantor trust of which David Sheets Marriott is the sole trustee.
** 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)
77,832 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 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) 437,995 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) 189,021 shares
held by six trusts for the benefit of a nephew and nieces, 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 39,553,679, including 3,605 shares of Class A Common Stock issuable upon the exercise of SARs
that are currently exercisable or exercisable within 60 days of February 25, 2021.
**** The denominator is based on: 324,414,150 shares of Class
A Common Stock outstanding as of February 10, 2021, as stated on the facing page of the Form 10-K.
SCHEDULE 13D/A
CUSIP No. 571903202
|
|
Page
13 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Nicole Marriott Avery
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
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) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
105,418*
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
105,418*
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,418
|
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)
Less than 0.1%**
|
14
|
TYPE OF REPORTING PERSON
IN
|
* Consists of (a) 93,728 shares held directly by Nicole Marriott
Avery and (b) 11,690 shares held in a grantor trust of which Nicole Marriott Avery is the sole trustee.
** The denominator is based on 324,414,150 shares of Class A
Common Stock outstanding as of February 10, 2021, as stated on the facing page of the Form 10-K.
SCHEDULE 13D/A
CUSIP No. 571903202
|
|
Page
14 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jennifer R. Jackson
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
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) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
24,235,596*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
24,235,596*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,235,596
|
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)
7.5%***
|
14
|
TYPE OF REPORTING PERSON
IN
|
* Consists of (a) 24,227,118 shares beneficially owned by
JWM Family Enterprises, Inc. and (b) 8,478 shares held in trusts of which the spouse of Jennifer R. Jackson serves as
trustee. Jennifer R. Jackson disclaims beneficial ownership of the foregoing shares in excess of her pecuniary interest.
*** The denominator is based on 324,414,150 shares of Class
A Common Stock outstanding as of February 10, 2021, as stated on the facing page of the Form 10-K.
Schedule 13D/A
Marriott International, Inc.
|
Page 15 of 18 Pages
|
This
Amendment No. 7 (this “Amendment No. 7”) is being filed 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, David Sheets Marriott, Juliana B. Marriott, Nicole Marriott Avery and Jennifer R. Jackson (collectively
with Michelle E. 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 and Family L.P., the “Reporting Persons”)
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, Amendment No. 4 filed on December 15, 2016, Amendment
No. 5 filed on November 24, 2017 and Amendment No. 6 filed on March 10, 2020 (as amended, the “Schedule 13D”). This
Amendment No. 7 constitutes an exit filing for Nicole Marriott Avery.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby deleted
in its entirety and substituted by the following:
J.W. Marriott, Jr.,
Deborah Marriott Harrison, David Sheets Marriott, Juliana B. Marriott and the Marital Trust (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, as amended (the “Stockholders Agreement”), as described in Item 4. Except
as expressly set forth in this Amendment No. 7, 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 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 540 Gaither Road, Suite 100, Rockville, MD 20850.
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
Marriott International, Inc.
|
Page 16 of 18 Pages
|
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 February 1, 2021,
Michelle E. Marriott replaced Nicole Marriott Avery as an Original Voting Stockholder Nominee under the Stockholders Agreement.
Family Corp Pledged
Shares
As of the date of this
Amendment No. 7, of the shares of Class A Common Stock beneficially owned by Family Corp, no shares are currently pledged as collateral.
Other Pledged Shares
As of the date of this
Amendment No. 7, of the shares of Class A Common Stock held directly by David Sheets Marriott, 65,474 shares have been pledged
as collateral.
As of the date of this
Amendment No. 7, of the shares of Class A Common Stock held directly by Nicole Marriott Avery, 7,781 shares have been pledged as
collateral
As of the date of this
Amendment No. 7, of the shares of Class A Common Stock held directly by trusts of which J.W. Marriott, Jr. is a trustee, 241,940
shares have been pledged as collateral.
As of the date of this
Amendment No. 7, of the shares of Class A Common Stock held directly by trusts of which David Sheets Marriott is a trustee, 218,777
shares have been pledged as collateral.
As of the date of this
Amendment No. 7, of the shares of Class A Common Stock held directly by trusts of which Deborah Marriott Harrison is a trustee,
82,203 shares have been pledged as collateral.
Schedule 13D/A
Marriott International, Inc.
|
Page 17 of 18 Pages
|
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. 7, 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. 7, 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:
|
·
|
On January 4, 2021, the spouse of Deborah Marriott Harrison acquired 38 shares of deferred bonus
stock, of which 15 shares were withheld to pay taxes.
|
|
·
|
On February 16, 2021, David S. Marriott acquired 5,954 shares upon the vesting of restricted stock
units, of which 2,017 shares were withheld to pay taxes.
|
|
·
|
On February 16, 2021, Deborah Marriott Harrison acquired 1,492 shares upon the vesting of restricted
stock units, of which 464 shares were withheld to pay taxes.
|
|
·
|
On February 16, 2021, the spouse of Deborah Marriott Harrison acquired 4,454 shares upon the vesting
of restricted stock units, of which 1,380 shares were withheld to pay taxes.
|
|
·
|
On February 17, 2021, J.W. Marriott, Jr. acquired 190,236 shares upon the exercise of stock appreciation
rights, of which 119,568 shares were withheld in payment of the exercise price and to pay taxes.
|
|
·
|
On February 24, 2021, David S. Marriott acquired 27,978 shares upon the exercise of stock appreciation
rights, of which 16,538 shares were withheld in payment of the exercise price and to pay taxes.
|
|
·
|
On February 24, 2021, David S. Marriott sold 15,377 shares on the open market for a weighted average
price of $154.38 per share. The highest price at which shares were sold was $154.64 and the lowest price at which shares were sold
was $154.33.
|
(d) Except as provided
in Item 4 and as described in the footnotes to the cover pages of this Amendment No. 7, 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.
Schedule 13D/A
Marriott International, Inc.
|
Page 18 of 18 Pages
|
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
The last paragraph of Item 6 of the Schedule
13D is hereby deleted in its entirety and substituted by the following:
The Reporting Persons
have also entered into a Joint Filing Agreement dated as of March 2, 2021, a copy of which is filed as Exhibit 7.01 with this Amendment
No. 7.
Item 7. Material to be Filed as Exhibits
Exhibit 7.01 Joint
Filing Agreement, dated as of March 2, 2021.
Schedule 13D/A
Marriott International, Inc.
|
|
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.
March
2, 2021
|
By:
|
/s/ J.W. Marriott, Jr.
|
Date
|
|
J.W. Marriott, Jr.
|
|
|
|
|
|
|
|
By:
|
/s/ Deborah Marriott Harrison
|
|
|
Deborah Marriott Harrison
|
|
|
|
|
The Juliana B. Marriott Marital Trust
|
|
|
|
|
By:
|
/s/ Juliana B. Marriott
|
|
Name:
|
Juliana B. Marriott
|
|
Title:
|
Trustee
|
|
|
|
|
By:
|
/s/ David Sheets Marriott
|
|
Name:
|
David Sheets Marriott
|
|
Title:
|
Trustee
|
|
|
|
|
|
|
|
By:
|
/s/ Juliana B. Marriott
|
|
|
Juliana B. Marriott
|
|
|
|
|
|
|
|
By:
|
/s/ David Sheets Marriott
|
|
|
David Sheets Marriott
|
|
|
|
|
|
|
|
By:
|
/s/ Michelle Marriott
|
|
|
Michelle Marriott
|
|
|
|
|
|
|
|
JWM Family Enterprises, Inc.
|
|
|
|
|
By:
|
/s/ Jacqueline M. Perry
|
|
Name:
|
Jacqueline M. Perry
|
|
Title:
|
Treasurer
|
Schedule 13D/A
Marriott International, Inc.
|
|
|
JWM Family Enterprises, L.P.
|
|
|
|
|
By: JWM Family Enterprises, Inc., its General Partner
|
|
|
|
|
By:
|
/s/ Jacqueline M. Perry
|
|
Name:
|
Jacqueline M. Perry
|
|
Title:
|
Treasurer
|
|
|
|
|
/s/ Nicole Marriott Avery
|
|
Nicole Marriott Avery
|
|
|
|
|
/s/ Jennifer R. Jackson
|
|
Jennifer R. Jackson
|
Appendix A
Individual Reporting Persons
Name
|
Business Address
|
Principal Occupation
|
J.W. Marriott, Jr.*
|
Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
|
Executive Chairman and Chairman of the Board, Marriott International, Inc.
|
Deborah Marriott Harrison*
|
Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
|
Global Officer Emeritus, Marriott Culture and Business Councils, Marriott International, Inc.
|
Juliana B. Marriott
|
JWM Family Enterprises, Inc.
540 Gaither Road, Suite 100
Rockville, MD 20850
|
Interior Designer, Self-Employed
|
David Sheets Marriott
|
Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
|
Chief Operations Officer – Americas Eastern Region, Marriott International, Inc.
|
Michelle E. Marriott
|
JWM Family Enterprises, Inc.
540 Gaither Road, Suite 100
Rockville, MD 20850
|
Teacher, Boston Public Schools
|
Nicole Marriott Avery
|
Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
|
Social Media Manager, Bridges from School to Work
|
Jennifer R. Jackson
|
JWM Family Enterprises, Inc.
540 Gaither Road, Suite 100
Rockville, MD 20850
|
Homemaker
|
* Director of Marriott International, Inc.
JWM Family Enterprises, Inc.
Name
|
Business Address
|
Principal Occupation
|
J.W. Marriott, Jr.*
|
Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
|
Executive Chairman and Chairman of the Board, Marriott International, Inc.
|
Deborah Marriott Harrison**
|
Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
|
Global Officer Emeritus, Marriott Culture and Business Councils, Marriott International, Inc.
|
Michelle E. Marriott**
|
JWM Family Enterprises, Inc.
540 Gaither Road, Suite 100
Rockville, MD 20850
|
Teacher, Boston Public Schools
|
David Sheets Marriott**
|
Marriott International, Inc.
10400 Fernwood Road
Bethesda, MD 20817
|
Chief Operations Officer – Americas Eastern Region, Marriott International, Inc.
|
Jennifer R. Jackson**
|
JWM Family Enterprises, Inc.
540 Gaither Road, Suite 100
Rockville, MD 20850
|
Homemaker
|
Carl Berquist**
|
JWM Family Enterprises, Inc.
540 Gaither Road, Suite 100
Rockville, MD 20850
|
Retired
|
Jeffrey Kurzweil**
|
Venable LLP
600 Massachusetts Avenue, NW Washington, DC 20001
|
Partner, Venable LLP
|
William J. Shaw**
|
Marriott Vacations Worldwide Corp.
6649 Westwood Blvd., Suite 500
Orlando, FL 32821
|
Chairman of the Board, Marriott Vacations Worldwide Corporation
|
Kevin M. Kimball
|
JWM Family Enterprises, Inc.
540 Gaither Road, Suite 100
Rockville, MD 20850
|
President and CEO of JWM Family Enterprises, Inc.
|
* Chairman of the Board of Directors of JWM Family Enterprises,
Inc.
** Director of JWM Family Enterprises, Inc.