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

Mar 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2017-03-28

Reporting Person: Ryan Edward A (EVP & Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-28	Class A Common Stock	A	7378.0000	$0.0000	Acquired	92155.0000	Direct
2017-03-28	Class A Common Stock	S	7378.0000	$93.4400	Disposed	84777.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-28	Stock Appreciation Rights	$35.5400	M	23338.0000	Disposed	2018-02-19	Class A Common Stock (23338.0000)	Direct

Footnotes

F1: Represents the weighted average sale price. The highest price at which shares were sold was $93.45 and the lowest price at which shares were sold was $93.43.

F2: 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.