Statement of Changes in Beneficial Ownership (4)
March 19 2021 - 5:26PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
MUNOZ GEORGE |
2. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/
[
MAR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
10400 FERNWOOD ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2021 |
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(Street)
BETHESDA, MD 20817
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 3/18/2021 | | A | | 5903.0000 | A | $156.5200 | 8018.0000 | D | |
| Class A Common Stock | 3/18/2021 | | A | | 5215.0000 | A | $156.6000 | 13233.0000 | D | |
| Class A Common Stock | 3/18/2021 | | A | | 700.0000 | A | $156.5900 | 13933.0000 | D | |
| Class A Common Stock | 3/18/2021 | | F(1) | | 3124.0000 | D | $156.5600 | 10809.0000 | D | |
| Class A Common Stock | 3/18/2021 | | S | | 8694.0000 | D | $156.2900 (2) | 2115.0000 | D | |
| Class A Common Stock-Dir. Def. Stock Comp Plan-1 | | | | | | | | 46249.0000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Stock Appreciation Rights | $39.1800 | 3/18/2021 | | M | | | 5215.0000 | (3) | (4) | Class A Common Stock | 5215.0000 | $0.0000 | 0.0000 | D | |
| Stock Appreciation Rights | $43.7700 | 3/18/2021 | | M | | | 5903.0000 | (3) | (5) | Class A Common Stock | 5903.0000 | $0.0000 | 0.0000 | D | |
| Stock Appreciation Rights | $37.4300 | 3/18/2021 | | M | | | 700.0000 | (3) | 8/9/2022 | Class A Common Stock | 700.0000 | $0.0000 | 0.0000 | D | |
| Explanation of Responses: |
| (1) | The reporting person received 8,694 shares of common stock upon the net exercise of 11,818 stock appreciation rights ("SARs"). A total of 3,124 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 at a weighted average market price of 156.56. |
| (2) | Represents the weighted average sale price. The highest price at which shares were sold was $156.30 and the lowest price at which shares were sold was $156.25. |
| (3) | The Stock Appreciation Rights, settled in Class A Common Stock and vested 100% one year after the grant. |
| (4) | 5/7/2022 |
| (5) | 5/13/2023 |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MUNOZ GEORGE
10400 FERNWOOD ROAD
BETHESDA, MD 20817 | X |
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Signatures
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| Andrew P.C. Wright, Attorney-in-Fact | | 3/19/2021 |
| **Signature of Reporting Person | Date |
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