MARRIOTT INTERNATIONAL INC /MD/ — Director's Dealing 2012

Nov 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-11-02

Reporting Person: MARRIOTT J W JR (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-02	Class A Common Stock	M	196505.0000	$15.1050	Acquired	6183807.0000	Direct
2012-11-02	Class A Common Stock	M	100000.0000	$15.1050	Acquired	6283807.0000	Direct
2012-11-02	Class A Common Stock	S	196505.0000	$36.9800	Disposed	6087302.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-02	Stock Option (Right to buy)	$15.1050	M	100000.0000	Disposed	2013-02-06	Class A Common Stock (100000.0000)	Direct
2012-11-02	Stock Option (Right to buy)	$15.1050	M	196505.0000	Disposed	2013-02-06	Class A Common Stock (196505.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	309933.0000	Indirect
Class A Common Stock	17000.0000	Indirect
Class A Common Stock	9076188.0000	Indirect
Class A Common Stock	10710082.0000	Indirect
Class A Common Stock	320000.0000	Indirect
Class A Common Stock	2243568.0000	Indirect
Class A Common Stock	13220.0000	Indirect
Class A Common Stock	16504.0000	Indirect
Class A Common Stock	16504.0000	Indirect
Class A Common Stock	19468.0000	Indirect
Class A Common Stock	19468.0000	Indirect
Class A Common Stock	10108.0000	Indirect
Class A Common Stock	279470.0000	Indirect
Class A Common Stock	595000.0000	Indirect
Class A Common Stock	496960.0000	Indirect
Class A Common Stock	5154896.0000	Indirect
Class A Common Stock	742223.0000	Indirect
Class A Common Stock	194119.0000	Indirect
Class A Common Stock	495559.0000	Indirect
Class A Common Stock	798940.0000	Indirect
Class A Common Stock	580915.0000	Indirect
Class A Common Stock	477274.0000	Indirect
Class A Common Stock	725822.0000	Indirect

Footnotes

F1: Represents the weighted average sale price. The highest price at which shares were sold was $37.23 and the lowest price at which shares were sold was $36.75.

F2: The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F3: The options vest in four equal installments on each of the first four anniversaries of the February 6, 2003 grant date.