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

Sep 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2017-09-05

Reporting Person: MARRIOTT J W JR (Director, Chairman, 13D Group Owning more than 10%)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-05	Class A Common Stock	S	10376.0000	$102.0100	Disposed	229648.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-05	Stock Appreciation Rights	$35.5400	M	31467.0000	Disposed	2018-02-19	Class A Common Stock (31467.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	250844.0000	Indirect
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	20000.0000	Indirect
Class A Common Stock	68900.0000	Indirect
Class A Common Stock	76991.0000	Indirect
Class A Common Stock	24227118.0000	Indirect
Class A Common Stock	60000.0000	Indirect
Class A Common Stock	20000.0000	Indirect
Class A Common Stock	1689363.0000	Indirect
Class A Common Stock	13220.0000	Indirect
Class A Common Stock	16682.0000	Indirect
Class A Common Stock	19679.0000	Indirect
Class A Common Stock	19679.0000	Indirect
Class A Common Stock	10217.0000	Indirect
Class A Common Stock	285758.0000	Indirect
Class A Common Stock	367484.0000	Indirect
Class A Common Stock	5125444.0000	Indirect
Class A Common Stock	589637.0000	Indirect
Class A Common Stock	139541.0000	Indirect
Class A Common Stock	495559.0000	Indirect
Class A Common Stock	767671.0000	Indirect
Class A Common Stock	537520.0000	Indirect
Class A Common Stock	95207.0000	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 $102.11 and the lowest price at which shares were sold was $101.98.

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

F3: 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.