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

Aug 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-08-03

Reporting Person: MCCARTHY ROBERT (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-03	Class A Common Stock	M	60300.0000	$15.1050	Acquired	144527.0000	Direct
2012-08-03	Class A Common Stock	S	60300.0000	$37.4700	Disposed	84227.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-03	Stock Option (Right to buy)	$15.1050	M	60300.0000	Disposed	2013-02-06	Class A Common Stock (60300.0000)	Direct

Footnotes

F1: Represents the weighted average sale price. The highest price at which shares were sold was $37.70 and the lowest price at which shares were sold was $36.96.

F2: The options vest in four equal installments on each of the first four anniversaries of the February 6, 2003 grant date.