MARRIOTT VACATIONS WORLDWIDE Corp — Director's Dealing 2013

Oct 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT VACATIONS WORLDWIDE Corp (VAC)
CIK: 0001524358
Period of Report: 2013-10-14

Reporting Person: SHAW WILLIAM JOSEPH (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-14	Common Stock	M	26400	$8.10	Acquired	105149.4	Direct
2013-10-14	Common Stock	S	26400	$48.62	Disposed	78749.4	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-14	Stock Option (right to buy)	$8.10	M	26400	Disposed	2013-11-05	Common Stock (26400)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.32 to $49.06. The reporting person undertakes to provide to Marriott Vacations Worldwide Corporation, any security holder of Marriott Vacations Worldwide Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

F2: Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the anti-dilution provisions of an award granted to the reporting person under the Marriott International, Inc. Stock and Cash Incentive Plan, which award has substantially the same terms as the Marriott International, Inc. award to which it relates (other than with respect to the exercise price and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the legal and structural separation of Marriott Vacations Worldwide Corporation from Marriott International, Inc. (the "Spin-Off")) and is fully vested based on service prior to the Spin-Off.