Starwood Hotel & Resorts Worldwide Form 4 STARWOOD HOTEL & RESORTS WORLDWIDE / BRUCE W DUNCAN 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^*

DUNCAN BRUCE W

(Last) (First) (Middle)

STARWOOD HOTELS & RESORTS WORLDWIDE INC.

ONE STARPOINT

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STARWOOD HOTEL & RESORTS WORLDWIDE, INC [ HOT ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2016

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	06/24/2016		M		633(1)	A	(2)	49,017	D
Common Stock								71,366	I	Bruce W. Duncan Revocable..

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
Restricted Stock Units	(3)	06/24/2016		M			633	06/24/2016	06/24/2016	Common Stock	633	(2)	0	D
Restricted Stock Units	(3)	06/24/2016		A(4)		449		06/24/2019	(5)	Common Stock	449	(2)	449	D
Phantom Stock	(6)	06/24/2016		A(7)		286		(8)	(8)	Common Stock	286	(2)	8,214(9)	D
Restricted Stock Units	(3)	06/24/2016		A(4)		27		06/24/2019	(5)	Common Stock	27	(2)	762	D

Explanation of Responses:

1. For purposes of this report, reflects an adjustment to the Restricted Stock Units that was made in connection with the separation of the Issuer's vacation ownership business from its other business on May 11, 2016.

2. Not Applicable.

3. Restricted Stock Units are convertible into Common Stock on a one-for-one basis.

4. Restricted Stock Units granted under the Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive Compensation Plan by Reporting Person as fees for serving as Chairman of Starwood's Board of Directors.

5. Restricted Stock Units vest on the third anniversary of the grant date. As per the terms of Reporting Person's Deferral Agreement, Restricted Stock Units will convert into Common Stock and will be distributed on January 15 of the fifth year following the vesting date, or, if earlier, the date the Reporting Person ceases to be a director.

6. Phantom Stock is convertible into Common Stock on a one-for-one basis.

7. Director fees pursuant to Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive Compensation Plan.

8. As per the terms of Reporting Person's Deferral Agreement, Phantom Stock will convert into Common Stock and will be distributed to the Reporting Person on January 15, 2021 or if earlier, in the first quarter of the first calendar year following the calendar year in which Reporting Person ceases to be a director.

9. Reflects an adjustment to the Phantom Stock that was made in connection with the separation of the Issuer's vacation ownership business from its other businesses on May 11, 2016.

Remarks:

	/s/ Kristen Prohl, Attorney-in-Fact	06/28/2016
	** 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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