Marriott J W JR Form 4 MARRIOTT INTERNATIONAL / J W MARRIOTT JR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARRIOTT J W JR

(Last) (First) (Middle)

10400 FERNWOOD ROAD

(Street)

BETHESDA MD 20817

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
Chairman / 13D Group Owning more than 10%

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/05/2017		S		10,376	D	$102.01(1)	229,648	D
Class A Common Stock								250,844	I	401(k) account
Class A Common Stock								20,000	I	AES JWM Gen Trust
Class A Common Stock								60,000	I	DMH JWM Gen Trust
Class A Common Stock								60,000	I	DSM JWM Gen Trust
Class A Common Stock								20,000	I	JRJ JWM Gen Trust
Class A Common Stock								68,900	I	JW Sp Trustee 8(2)
Class A Common Stock								76,991	I	JW Sp Trustee 9
Class A Common Stock								24,227,118	I	JWM Family Enterprises(2)
Class A Common Stock								60,000	I	JWM III JWM Gen Trust
Class A Common Stock								20,000	I	SBM JWM Gen Trust
Class A Common Stock								1,689,363	I	Sp Trustee 1(2)
Class A Common Stock								13,220	I	Sp Trustee 2(2)
Class A Common Stock								16,682	I	Sp Trustee 3(2)
Class A Common Stock								19,679	I	Sp Trustee 5(2)
Class A Common Stock								19,679	I	Sp Trustee 6(2)
Class A Common Stock								10,217	I	Sp Trustee 7(2)
Class A Common Stock								285,758	I	Spouse(2)
Class A Common Stock								367,484	I	Trustee 1(2)
Class A Common Stock								5,125,444	I	Trustee 19(2)
Class A Common Stock								589,637	I	Trustee 2(2)
Class A Common Stock								139,541	I	Trustee 3(2)
Class A Common Stock								495,559	I	Trustee 4(2)
Class A Common Stock								767,671	I	Trustee 5(2)
Class A Common Stock								537,520	I	Trustee 6(2)
Class A Common Stock								95,207	I	Trustee 7(2)
Class A Common Stock								725,822	I	Trustee 8(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	$35.54	09/05/2017		M			31,467	(3)	02/19/2018	Class A Common Stock	31,467	$0.0000	80,000	D

Explanation of Responses:

1. Represents the weighted average sale price. The highest price at which shares were sold was $102.11 and the lowest price at which shares were sold was $101.98.

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

3. Stock Appreciation Right, settled in Class A Common Stock and vesting in four equal annual installments beginning with the first anniversary of February 19, 2008.

	Bancroft S. Gordon, Attorney-In-Fact	09/06/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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