Brian E. Miller Form 4 MARRIOTT VACATIONS WORLDWIDE / Brian E. Miller 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^*

Miller Brian E.

(Last) (First) (Middle)

6649 WESTWOOD BLVD.

(Street)

ORLANDO FL 32821

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARRIOTT VACATIONS WORLDWIDE Corp [ VAC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
ExecVP,Chief Sales&Mkting Off.

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2019

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
Common Stock	12/27/2019		M		16,323	A	$18.52	35,356.9	D
Common Stock	12/27/2019		F		2,309	D	$130.95	33,047.9	D
Common Stock	12/27/2019		F		5,515	D	$130.95	27,532.9	D
Common Stock	12/27/2019		M		5,535	A	$39.93	33,067.9	D
Common Stock	12/27/2019		F		1,688	D	$130.95	31,379.9	D
Common Stock	12/27/2019		F		1,514	D	$130.95	29,865.9	D
Common Stock	12/27/2019		M		8,374	A	$61.71	38,239.9	D
Common Stock	12/27/2019		F		3,947	D	$130.95	34,292.9	D
Common Stock	12/27/2019		F		1,742	D	$130.95	32,550.9	D
Common Stock	12/27/2019		M		4,289	A	$52.09	36,839.9	D
Common Stock	12/27/2019		F		1,706	D	$130.95	35,133.9	D
Common Stock	12/27/2019		F		1,017	D	$130.95	34,116.9	D
Common Stock	12/30/2019		S(1)		8,299	D	$129.94(2)	25,817.9	D
Common Stock	12/30/2019		S(1)		200	D	$130.58(3)	25,617.9	D
Common Stock	12/30/2019		S(1)		2,685	D	$129.93(4)	22,932.9	D
Common Stock	12/30/2019		S(1)		1,566	D	$129.93(5)	21,366.9	D
Common Stock	12/30/2019		S(1)		2,333	D	$129.96(6)	19,033.9	D

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 Right	$18.52	12/27/2019		M			16,323	(7)	12/15/2021	Common Stock	16,323	$0.00	0	D
Stock Appreciation Right	$39.93	12/27/2019		M			5,535	(8)	02/25/2023	Common Stock	5,535	$0.00	0	D
Stock Appreciation Right	$61.71	12/27/2019		M			8,374	(9)	02/28/2026	Common Stock	8,374	$0.00	2,792	D
Stock Appreciation Right	$52.09	12/27/2019		M			4,289	(10)	03/03/2024	Common Stock	4,289	$0.00	0	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 15, 2019.

2. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.50 to $130.46. 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.

3. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.51 to $130.65. 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.

4. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.44 to $130.38. 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.

5. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.52 to $130.42. 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.

6. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.44 to $130.36. 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.

7. Vested in four equal installments over the four-year period beginning on December 15, 2012.

8. Vested in four equal installments over the four-year period beginning on February 15, 2014.

9. Vested in four equal installments over the four-year period beginning on February 15, 2017.

10. Vested in four equal installments over the four-year period beginning on February 15, 2015.

Remarks:

	/s/ James H Hunter, IV Attorney-In-Fact	12/31/2019
	** 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).
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