MARRIOTT VACATIONS WORLDWIDE Corp — Director's Dealing 2018

Sep 7, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MARRIOTT VACATIONS WORLDWIDE Corp (VAC)
CIK: 0001524358
Period of Report: 2018-09-01

Reporting Person: MARBERT JEANETTE E (President, Exchange & Rental)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	72870	Direct
Restricted Stock Unit	983	Direct
Restricted Stock Unit	3399	Direct
Restricted Stock Unit	6129	Direct
Restricted Stock Unit	2299	Direct
Restricted Stock Unit	2314	Direct
Restricted Stock Unit	2265	Direct
Restricted Stock Unit	6129	Direct
Restricted Stock Unit	3430	Direct
Restricted Stock Unit	2314	Direct

Footnotes

F1: Represents shares of common stock, $0.01 par value per share ("Marriott Common Stock"), of Marriott Vacations Worldwide Corporation (the "Company") received as merger consideration (defined below) in exchange for 441,640 shares of common stock, $0.01 par value per share ("ILG Common Stock"), of ILG, Inc. ("ILG"), in connection with the acquisition of ILG by the Company (the "merger"), pursuant to the Agreement and Plan of Merger, dated as of April 30, 2018, by and among the Company, ILG, Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc., and Volt Merger Sub LLC (the "merger agreement"). As of the effective time of the merger on September 1, 2018 (the "Effective Time"), each share of ILG Common Stock automatically converted into the right to receive 0.165 shares of Marriott Common Stock and $14.75 in cash, along with cash in lieu of any fractional share (the "merger consideration").

F2: Represents restricted stock units of the Company received in exchange for 5,955 restricted stock units of ILG. Pursuant to the merger agreement, at the Effective Time, each
ILG restricted stock unit award that was subject to time-based vesting ("RSU") was converted into the right to receive (i) a Company RSU award with generally the same terms and conditions (including vesting conditions) as were applicable to the ILG RSU award prior to conversion, and (ii) a cash-based award (which is subject to the same vesting conditions applicable to the ILG RSU award prior to conversion). applicable. Vests on February 24, 2019.

F3: (Continued from footnote 2) The number of shares of Marriott Common Stock subject to each converted RSU award was determined by multiplying the number of shares of ILG Common Stock subject to the original ILG RSU award by 0.165, rounded up or down to the nearest whole share as applicable. Vests on February 24, 2019.

F4: Represents Company RSUs received in exchange for 20,597 ILG RSUs. Vests in equal installments on February 23, 2019 and 2020.

F5: Represents Company RSUs received in exchange for 37,144 ILG RSUs. Vests on May 12, 2019.

F6: Represents Company RSUs received in exchange for 13,932 ILG RSUs. Vests in equal installments on February 14, 2019 and 2020.

F7: Represents Company RSUs received in exchange for 14,025 ILG RSUs. Vests in equal installments on February 20 of 2019, 2020 and 2021.

F8: Represents Company RSUs received in exchange for 13,728 restricted stock units of ILG that were subject to performance-based vesting ("PSU"). Pursuant to the merger agreement, at the Effective Time, Each ILG PSU award was converted into the right to receive (i) a Company RSU award, with generally the same terms and conditions (including time-vesting conditions, but excluding performance goals) that applied to the ILG PSU award prior to conversion, and (ii) a cash-based award with generally the same terms and conditions (including time-vesting conditions, but excluding performance goals) that applied to the ILG PSU award before conversion.

F9: (Continued from footnote 8) The number of shares of Marriott Common Stock subject to each such Company RSU award was determined by multiplying the number of shares of ILG Common Stock subject to the original ILG PSU award that each holder would be eligible to receive based on deemed achievement of performance at target level immediately prior to the merger by the equity 0.165, rounded up or down to the nearest whole share as applicable. Vests on February 23, 2019.

F10: Represents Company RSUs received in exchange for 37,143 ILG PSUs. Vests on May 12, 2019.

F11: Represents Company RSUs received in exchange for 20,790 ILG PSUs. Vests on February 14, 2020.

F12: Represents Company RSUs received in exchange for 14,024 ILG PSUs. Vests on February 20, 2021.