MARRIOTT INTERNATIONAL INC /MD/ — Director's Dealing 2017

Dec 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2017-12-08

Reporting Person: Harrison Deborah Marriott (Director, Member of 13(d) group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-08	Class A Common Stock	A	11034.0000	$0.0000	Acquired	29885.0000	Indirect
2017-12-08	Class A Common Stock	A	10434.0000	$0.0000	Acquired	40319.0000	Indirect
2017-12-08	Class A Common Stock	A	4668.0000	$0.0000	Acquired	44987.0000	Indirect
2017-12-08	Class A Common Stock	A	3278.0000	$0.0000	Acquired	48265.0000	Indirect
2017-12-08	Class A Common Stock	A	3122.0000	$0.0000	Acquired	51387.0000	Indirect
2017-12-08	Class A Common Stock	A	2865.0000	$0.0000	Acquired	54252.0000	Indirect
2017-12-08	Class A Common Stock	S	35401.0000	$128.8500	Disposed	18851.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-08	Stock Appreciation Rights	$34.6700	D	30716.0000	Disposed		Class A Common Stock (30716.0000)	Indirect
2017-12-08	Stock Appreciation Rights	$27.4600	D	7952.0000	Disposed	2020-02-15	Class A Common Stock (7952.0000)	Indirect
2017-12-08	Stock Appreciation Rights	$26.9900	D	7268.0000	Disposed	2020-02-16	Class A Common Stock (7268.0000)	Indirect
2017-12-08	Stock Appreciation Rights	$40.8400	D	9512.0000	Disposed	2022-02-17	Class A Common Stock (9512.0000)	Indirect
2017-12-08	Stock Appreciation Rights	$35.5400	D	12836.0000	Disposed	2018-02-19	Class A Common Stock (12836.0000)	Indirect
2017-12-08	Stock Appreciation Rights	$39.2700	D	30536.0000	Disposed	2023-02-22	Class A Common Stock (30536.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	114155.0000	Direct
Class A Common Stock	20000.0000	Indirect
Class A Common Stock	60000.0000	Indirect
Class A Common Stock	60000.0000	Indirect
Class A Common Stock	2110.0000	Indirect
Class A Common Stock	20000.0000	Indirect
Class A Common Stock	24227118.0000	Indirect
Class A Common Stock	60000.0000	Indirect
Class A Common Stock	70203.0000	Indirect
Class A Common Stock	60636.0000	Indirect
Class A Common Stock	48327.0000	Indirect
Class A Common Stock	251000.0000	Indirect
Class A Common Stock	535.0000	Indirect
Class A Common Stock	54920.0000	Indirect
Class A Common Stock	22464.0000	Indirect
Class A Common Stock	4310.0000	Indirect
Class A Common Stock	20000.0000	Indirect
Class A Common Stock	110561.0000	Indirect
Class A Common Stock	209210.0000	Indirect
Class A Common Stock	84268.0000	Indirect
Class A Common Stock	78993.0000	Indirect

Footnotes

F1: The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

F2: Represents the weighted average sale price. The highest price at which shares were sold was $129.09 and the lowest price at which shares were sold was $128.77.

F3: Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 21, 2012 grant date.

F4: The SAR's will expire February 21, 2022.

F5: Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning February 15, 2010.

F6: Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal annual installments beginning on the first anniversary of the February 16, 2010 grant date.

F7: Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 17, 2011 grant date.

F8: Stock Appreciation Right, settled in Class A Common Stock and vesting in four equal annual installments beginning with the first anniversary of February 19, 2008.

F9: 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.