Harrison Deborah Marriott Form 5 MARRIOTT INTERNATIONAL / Deborah Marriott Harrison ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Harrison Deborah Marriott

(Last) (First) (Middle)

7750 WISCONSIN AVE.

(Street)

BETHESDA MD 20814

(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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock	12/19/2022		G	200	A	$0.0000	70,188	D
Class A Common Stock	12/23/2022		G	6,600(1)	D	$0.0000	63,588	D
Class A Common - Restricted Stock Units							104	D
Class A Common Stock-Dir. Def. Stock Comp Plan-1							2,403	D
Class A Common Stock							55,250	I	2021 Trust
Class A Common Stock							20,000	I	AES JWM Gen Trust(2)
Class A Common - Restricted Stock Units							11,314	I	By Spouse(2)
Class A Common Stock							14,711	I	By Spouse(2)
Class A Common Stock							60,000	I	DMH JWM Gen Trust(2)
Class A Common Stock							60,000	I	DSM JWM Gen Trust(2)
Class A Common Stock							9,350	I	Grandchildren Multi-Trust(2)
Class A Common Stock							20,000	I	JRJ JWM Gen Trust(2)
Class A Common Stock							22,027,118	I	JWM Family Enterprises(2)
Class A Common Stock							60,000	I	JWM III JWM Gen Trust(2)
Class A Common Stock							70,203	I	JWM III Trustee 1(2)
Class A Common Stock							60,636	I	JWM III Trustee 2(2)
Class A Common Stock							48,327	I	JWM III Trustee 3(2)
Class A Common Stock							251,000	I	JWM Insurance Trust(2)
Class A Common Stock							71,651	I	KAH Irrev. 1998 Trust
Class A Common Stock							34,920	I	MCH Investments, LLC(2)
Class A Common Stock							57,420	I	MCH Irrev. Trust(2)
Class A Common Stock							20,000	I	SBM JWM Gen Trust(2)
Class A Common Stock							90,561	I	SMH Investments, LLC(2)
Class A Common Stock							12,658	I	SMH Irrev. Trust
Class A Common Stock							245,210	I	The Harrison Generation Trust(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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person made a charitable contribution to a donor advised fund.

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

	Andrew P.C. Wright, Attorney-in-Fact	01/04/2023
	** 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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