MARRIOTT INTERNATIONAL INC /MD/ — Director's Dealing 2015

Feb 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2015-02-23

Reporting Person: BERQUIST CARL T (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-23	Class A Common - Restricted Stock Units	A	8067.0000	$0.0000	Acquired	33031.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-23	Stock Appreciation Rights	$82.6700	A	25683.0000	Acquired	2025-02-23	Class A Common Stock (25683.0000)	Direct

Footnotes

F1: The Restricted Stock Units vest in three equal installments beginning February 15, 2016 and thereafter on the anniversary of that date.

F2: The Stock Appreciation Rights, settle in Class A Common Stock and vesting in three equal installments beginning on the first anniversary of the February 23, 2015 grant date.