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

Mar 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2021-03-18

Reporting Person: MUNOZ GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-18	Class A Common Stock	A	5903.0000	$156.5200	Acquired	8018.0000	Direct
2021-03-18	Class A Common Stock	A	5215.0000	$156.6000	Acquired	13233.0000	Direct
2021-03-18	Class A Common Stock	A	700.0000	$156.5900	Acquired	13933.0000	Direct
2021-03-18	Class A Common Stock	F	3124.0000	$156.5600	Disposed	10809.0000	Direct
2021-03-18	Class A Common Stock	S	8694.0000	$156.2900	Disposed	2115.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-18	Stock Appreciation Rights	$39.1800	M	5215.0000	Disposed		Class A Common Stock (5215.0000)	Direct
2021-03-18	Stock Appreciation Rights	$43.7700	M	5903.0000	Disposed		Class A Common Stock (5903.0000)	Direct
2021-03-18	Stock Appreciation Rights	$37.4300	M	700.0000	Disposed	2022-08-09	Class A Common Stock (700.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock-Dir. Def. Stock Comp Plan-1	46249.0000	Direct

Footnotes

F1: The reporting person received 8,694 shares of common stock upon the net exercise of 11,818 stock appreciation rights ("SARs"). A total of 3,124 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 at a weighted average market price of 156.56.

F2: Represents the weighted average sale price. The highest price at which shares were sold was $156.30 and the lowest price at which shares were sold was $156.25.

F3: The Stock Appreciation Rights, settled in Class A Common Stock and vested 100% one year after the grant.

F4: 5/7/2022

F5: 5/13/2023