MARRIOTT INTERNATIONAL INC /MD/ — Director's Dealing 2021

Nov 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2021-11-09

Reporting Person: Oberg Kathleen K. (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-09	Class A Common Stock	A	16462.0000	$166.4400	Acquired	39651.0000	Direct
2021-11-09	Class A Common Stock	A	4538.0000	$166.1350	Acquired	44189.0000	Direct
2021-11-09	Class A Common Stock	S	1099.0000	$166.2400	Disposed	43090.0000	Direct
2021-11-09	Class A Common Stock	F	3439.0000	$166.1350	Disposed	39651.0000	Direct
2021-11-09	Class A Common Stock	S	4500.0000	$166.2161	Disposed	35151.0000	Direct
2021-11-09	Class A Common Stock	S	5091.0000	$166.3903	Disposed	30060.0000	Direct
2021-11-09	Class A Common Stock	F	11371.0000	$166.4400	Disposed	18689.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-09	Stock Appreciation Rights	$88.3100	M	4538.0000	Disposed	2027-02-21	Class A Common Stock (4538.0000)	Direct
2021-11-09	Stock Appreciation Rights	$66.8600	M	16462.0000	Disposed	2026-02-22	Class A Common Stock (16462.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common - Restricted Stock Units	52157.0000	Direct
Class A Common Stock	125.5440	Indirect
Class A Common Stock	3364.0000	Indirect

Footnotes

F1: The reporting person received 1,099 shares of common stock upon the net exercise of 4,538 stock appreciation rights ("SARs"). A total of 3,439 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.

F2: Represents the weighted average sale price. The highest price at which shares were sold was $166.24 and the lowest price at which shares were sold was $166.0201.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $166.3903 and the lowest price at which shares were sold was $166.3900.

F4: The reporting person received 5,091 shares of common stock upon the net exercise of 16,462 stock appreciation rights ("SARs"). A total of 11,371 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.

F5: Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal installments beginning on the first anniversary of the February 21, 2017 grant date.

F6: Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal installments beginning on the first anniversary of the February 22, 2016 grant date.