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

Mar 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2021-03-08

Reporting Person: Rodriguez David A (EVP & Global Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-08	Class A Common Stock	A	21711.0000	$53.2500	Acquired	35600.0000	Direct
2021-03-08	Class A Common Stock	S	7264.0000	$150.9400	Disposed	28336.0000	Direct
2021-03-08	Class A Common Stock	F	14447.0000	$150.9200	Disposed	13889.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-08	Stock Appreciation Rights	$53.2500	M	21711.0000	Disposed	2024-02-24	Class A Common Stock (21711.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common - Restricted Stock Units	8701.0000	Direct
Class A Common Stock	4390.0000	Indirect
Class A Common Stock	7592.0000	Indirect
Class A Common Stock	15941.0000	Indirect

Footnotes

F1: The reporting person received 7,264 shares of common stock upon the net exercise of 21,711 stock appreciation rights ("SARs"). A total of 14,447 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 $150.95 and the lowest price at which shares were sold was $150.93.

F3: Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal installments beginning on the first anniversary of the February 24, 2014 grant date.