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

Sep 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2021-09-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-16	Class A Common Stock	A	11000.0000	$144.3600	Acquired	44789.0000	Direct
2021-09-16	Class A Common Stock	S	3053.0000	$144.2800	Disposed	41736.0000	Direct
2021-09-16	Class A Common Stock	F	7947.0000	$144.3600	Disposed	33789.0000	Direct
2021-09-16	Class A Common Stock	S	10600.0000	$144.2000	Disposed	23189.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-16	Stock Appreciation Rights	$66.8600	M	11000.0000	Disposed	2026-02-22	Class A Common Stock (11000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common - Restricted Stock Units	52157.0000	Direct
Class A Common Stock	125.0000	Indirect
Class A Common Stock	3364.0000	Indirect

Footnotes

F1: Represents the weighted average sale price. The highest price at which shares were sold was $144.29 and the lowest price at which shares were sold was $144.28.

F2: The reporting person received 3,053 shares of common stock upon the net exercise of 11,000 stock appreciation rights ("SARs"). A total of 7,947 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.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $144.22 and the lowest price at which shares were sold was $144.18.

F4: Stock Appreciatian Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 22, 2016 grant date.