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

Feb 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2021-02-24

Reporting Person: Marriott David S (13D Group Owning more than 10%)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-24	Class A Common Stock	A	27978.0000	$34.6700	Acquired	678839.0000	Direct
2021-02-24	Class A Common Stock	S	3937.0000	$154.3800	Disposed	674902.0000	Direct
2021-02-24	Class A Common Stock	S	11440.0000	$154.3800	Disposed	663462.0000	Direct
2021-02-24	Class A Common Stock	F	16538.0000	$157.5800	Disposed	646924.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-24	Stock Appreciation Rights	$34.6700	M	27978.0000	Disposed		Class A Common Stock (27978.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common - Restricted Stock Units	17609.0000	Direct
Class A Common Stock	20000.0000	Indirect
Class A Common Stock	15418.0000	Indirect
Class A Common Stock	221678.0000	Indirect
Class A Common Stock	60000.0000	Indirect
Class A Common Stock	60000.0000	Indirect
Class A Common Stock	39216.0000	Indirect
Class A Common Stock	437995.0000	Indirect
Class A Common Stock	20000.0000	Indirect
Class A Common Stock	24227118.0000	Indirect
Class A Common Stock	75000.0000	Indirect
Class A Common Stock	60000.0000	Indirect
Class A Common Stock	251000.0000	Indirect
Class A Common Stock	20000.0000	Indirect
Class A Common Stock	34558.0000	Indirect
Class A Common Stock	50928.0000	Indirect
Class A Common Stock	22190.0000	Indirect
Class A Common Stock	14307.0000	Indirect
Class A Common Stock	6777.0000	Indirect
Class A Common Stock	11732.0000	Indirect
Class A Common Stock	53622.0000	Indirect
Class A Common Stock	13220.0000	Indirect
Class A Common Stock	42837.0000	Indirect
Class A Common Stock	16682.0000	Indirect
Class A Common Stock	142565.0000	Indirect

Footnotes

F1: The reporting person received 11,440 shares of common stock upon the exercise of 27,978 stock appreciation rights (SARS). A total of 16,538 shares of common stock 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 $154.64 and the lowest price at which shares were sold was $154.33.

F3: The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F4: Stock Appreciation Right, settled in Class A Common Stock and vested in three equal installments beginning on the first anniversary of the February 21, 2012 grant date.

F5: 2/21/2022