MARRIOTT INTERNATIONAL INC /MD/ — Director's Dealing 2013

Feb 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2013-02-22

Reporting Person: SORENSON ARNE M (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-22	Class A Common - Restricted Stock Units	A	76396.0000	$0.0000	Acquired	191441.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-22	Stock Appreciation Rights	$39.2700	A	229008.0000	Acquired	2023-02-22	Class A Common Stock (229008.0000)	Direct

Footnotes

F1: The Restricted Stock Units vest in four equal installments beginning on February 15, 2014 and thereafter on the anniversary of that date.

F2: Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 22, 2013 grant date.