Harrison Deborah Marriott Form 4 MARRIOTT INTERNATIONAL / Deborah Marriott Harrison 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^*

Harrison Deborah Marriott

(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
	Officer (give title below)	X	Other (specify below)
Member of 13(d) group

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2020

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 - Restricted Stock Units	02/18/2020		F		754(1)	D	$145.05	2,238	D
Class A Common - Restricted Stock Units	02/18/2020		F		1,566(1)	D	$145.05	6,370	I	By Spouse(2)
Class A Common - Performance Share Units								3,023	D
Class A Common Stock								271,314	D
Class A Common Stock-Dir. Def. Stock Comp Plan-1								1,292	D
Class A Common Stock								20,000	I	AES JWM Gen Trust
Class A Common - Performance Share Units								4,059	I	By Spouse
Class A Common Stock								31,925	I	By Spouse(2)
Class A Common Stock - Deferred Stock Bonus Award								38	I	By Spouse
Class A Common Stock								37,100	I	DMH 2018 Annuity 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								2,110	I	HMH 2014 Trust
Class A Common Stock								20,000	I	JRJ JWM Gen Trust
Class A Common Stock								24,227,118	I	JWM Family Enterprises
Class A Common Stock								60,000	I	JWM III JWM Gen Trust
Class A Common Stock								70,203	I	JWM III Trustee 1
Class A Common Stock								60,636	I	JWM III Trustee 2
Class A Common Stock								48,327	I	JWM III Trustee 3
Class A Common Stock								251,000	I	JWM Insurance Trust
Class A Common Stock								535	I	MCH 1998 Trust
Class A Common Stock								34,920	I	MCH Investments, LLC
Class A Common Stock								22,464	I	MCH Irrev. Trust
Class A Common Stock								4,310	I	PWH 2014 Trust
Class A Common Stock								20,000	I	SBM JWM Gen Trust
Class A Common Stock								90,561	I	SMH Investments, LLC
Class A Common Stock								209,210	I	The Harrison Generation Trust
Class A Common Stock								149,287	I	Trustee 8
Class A Common Stock								58,993	I	Trustee 9

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

Explanation of Responses:

1. Shares withheld by the Company to cover taxes associated with vesting RSUs.

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

	Bancroft S. Gordon, Attorney-In-Fact	02/19/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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