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

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2020-12-14

Reporting Person: MARRIOTT J W JR (Director, Chairman, 13D Group Owning more than 10%)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-17	Class A Common Stock	A	190236.0000	$131.3400	Acquired	557538.0000	Direct
2021-02-17	Class A Common Stock	F	119568.0000	$131.3400	Disposed	437970.0000	Direct
2020-12-14	Class A Common Stock	J	85019.0000	$0.0000	Disposed	3315741.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-17	Stock Appreciation Rights	$40.8400	M	190236.0000	Disposed	2022-02-17	Class A Common Stock (190236.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	215245.0000	Indirect
Class A Common Stock	20000.0000	Indirect
Class A Common Stock	60000.0000	Indirect
Class A Common Stock	60000.0000	Indirect
Class A Common Stock	20000.0000	Indirect
Class A Common Stock	24227118.0000	Indirect
Class A Common Stock	60000.0000	Indirect
Class A Common Stock	20000.0000	Indirect
Class A Common Stock	1659167.0000	Indirect
Class A Common Stock	19679.0000	Indirect
Class A Common Stock	19679.0000	Indirect
Class A Common Stock	10217.0000	Indirect
Class A Common Stock	285758.0000	Indirect
Class A Common Stock	589637.0000	Indirect
Class A Common Stock	495559.0000	Indirect
Class A Common Stock	767671.0000	Indirect
Class A Common Stock	537520.0000	Indirect
Class A Common Stock	95207.0000	Indirect
Class A Common Stock	241940.0000	Indirect

Footnotes

F1: The reporting person received 70,668 shares of common stock upon the net exercise of 190,236 stock appreciation rights ("SARs"). A total of 119,568 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 Repoting Person disclaims pecuniary interest of the reported securities that were distributed.

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

F4: Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 17, 2011 grant date.