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

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2017-02-21

Reporting Person: Rodriguez David A (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Class A Common - Restricted Stock Units	A	4758.0000	$0.0000	Acquired	10361.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Stock Appreciation Rights	$88.3100	A	13923.0000	Acquired	2027-02-21	Class A Common Stock (13923.0000)	Direct

Footnotes

F1: The Restricted Stock Units will vest in three equal installments beginning on February 21, 2018 and thereafter on the anniversary of that date.

F2: Stock Appreciation Rights settle in Class A Common Stock and vest in three equal installments beginning on February 21, 2018 and thereafter on the anniversary of that date.