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: 2021-02-25

Reporting Person: Linnartz Stephanie (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-25	Class A Common Stock	A	19590.0000	$139.5400	Acquired	83261.0000	Direct
2021-02-25	Class A Common Stock	A	10760.0000	$120.1600	Acquired	94021.0000	Direct
2021-02-25	Class A Common Stock	A	9447.0000	$88.3100	Acquired	103468.0000	Direct
2021-02-25	Class A Common Stock	A	8833.0000	$124.7900	Acquired	112301.0000	Direct
2021-02-25	Class A Common Stock	S	778.0000	$156.6300	Disposed	111523.0000	Direct
2021-02-25	Class A Common Stock	S	795.0000	$156.6300	Disposed	110728.0000	Direct
2021-02-25	Class A Common Stock	S	1136.0000	$156.6300	Disposed	109592.0000	Direct
2021-02-25	Class A Common Stock	S	2026.0000	$156.6300	Disposed	107566.0000	Direct
2021-02-25	Class A Common Stock	S	5265.0000	$156.6300	Disposed	102301.0000	Direct
2021-02-25	Class A Common Stock	F	7421.0000	$150.9200	Disposed	94880.0000	Direct
2021-02-25	Class A Common Stock	F	8038.0000	$151.1000	Disposed	86842.0000	Direct
2021-02-25	Class A Common Stock	F	9624.0000	$151.0200	Disposed	77218.0000	Direct
2021-02-25	Class A Common Stock	F	18812.0000	$151.1600	Disposed	58406.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-25	Stock Appreciation Rights	$139.5400	M	19590.0000	Disposed	2028-02-20	Class A Common Stock (19590.0000)	Direct
2021-02-25	Stock Appreciation Rights	$88.3100	M	9447.0000	Disposed	2027-02-21	Class A Common Stock (9447.0000)	Direct
2021-02-25	Stock Appreciation Rights	$120.1600	M	10760.0000	Disposed	2030-03-02	Class A Common Stock (10760.0000)	Direct
2021-02-25	Stock Appreciation Rights	$124.7900	M	8833.0000	Disposed	2029-03-05	Class A Common Stock (8833.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common - Restricted Stock Units	19335.0000	Direct

Footnotes

F1: The reporting person received 778 shares of common stock upon the net exercise of 19,590 stock appreciation rights (SARs). A total of 18,812 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: The reporting person received 1,136 shares of common stock upon the net exercise of 10,760 stock appreciation rights (SARs). A total of 9,624 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: The reporting person received 2,026 shares of common stock upon the net exercise of 9,447 stock appreciation rights (SARs). A total of 7,421 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.

F4: The reporting person received 795 shares of common stock upon the net exercise of 8,833 stock appreciation rights (SARs). A total of 8,038 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 Appreciatian 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 Appreciatian Rights, 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.

F7: Stock Appreciatian Rights, 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.

F8: Stock Appreciatian Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 5, 2019 grant date.