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MARRIOTT INTERNATIONAL INC /MD/ Director's Dealing 2021

Feb 26, 2021

29930_dirs_2021-02-26_1d36d178-3785-4a63-8502-6515fadc1342.zip

Director's Dealing

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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: Brown William P (Group Pres., US and Canada)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2021-02-24 Class A Common Stock A 15945.0000 $129.0500 Acquired 30026.0000 Direct
2021-02-24 Class A Common Stock S 3399.0000 $154.7400 Disposed 26627.0000 Direct
2021-02-24 Class A Common Stock F 14444.0000 $154.8500 Disposed 12183.0000 Direct
2021-02-25 Class A Common Stock A 9945.0000 $88.3100 Acquired 22128.0000 Direct
2021-02-25 Class A Common Stock S 2194.0000 $153.0100 Disposed 19934.0000 Direct
2021-02-25 Class A Common Stock F 7751.0000 $153.4100 Disposed 12183.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2021-02-24 Stock Appreciation Rights $139.5400 M 6321.0000 Disposed 2028-02-20 Class A Common Stock (6321.0000) Direct
2021-02-24 Stock Appreciation Rights $120.1600 M 5483.0000 Disposed 2030-03-02 Class A Common Stock (5483.0000) Direct
2021-02-24 Stock Appreciation Rights $124.7900 M 4141.0000 Disposed 2029-03-05 Class A Common Stock (4141.0000) Direct
2021-02-25 Stock Appreciation Rights $88.3100 M 9945.0000 Disposed 2027-02-21 Class A Common Stock (9945.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common - Restricted Stock Units 8453.0000 Direct

Footnotes

F1: The reporting person received 1,501 shares of common stock upon the net exercise of 15,945 stock appreciation rights (SARs). A total of 14,444 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: 6,321 SARs were exercised at a grant price of $139.54, 5,483 were exercised at a grant price of $120.16, 4,141 SARs were exercised at a grant price of $124.79.

F3: A total of 14, 444 shares of common stock were withheld in payment of the SARs exercise prices and to satisfy the withholding tax obligation resulting from the exercise, at a weighted average market price of $154.85.

F4: The reporting person received 2,194 shares of common stock upon the net exercise of 9,945 stock appreciation rights (SARs). A total of 7,751 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 annual installments beginning on the first anniversary of the February 20, 2018 grant date.

F6: Stock Appreciation Right, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 2, 2020 grant date.

F7: Stock Appreciation Right, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 6, 2019 grant date.

F8: Stock Appreciation Right, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 21, 2017 grant date.