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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2012
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 10/09/2012 S 45,000 D $38.48 (1) 241,119 I Trustee 3 (2)
Class A Common Stock 5,987,302 D
Class A Common Stock 309,743 I 401(k) account
Class A Common Stock 17,000 I Beneficiary (2)
Class A Common Stock 9,076,188 I By Ltd Partnership - TPV (2)
Class A Common Stock 10,710,082 I By-Corp (2)
Class A Common Stock 320,000 I GP/Partnership (2)
Class A Common Stock 2,243,568 I Sp Trustee 1 (2)
Class A Common Stock 13,220 I Sp Trustee 2 (2)
Class A Common Stock 16,504 I Sp Trustee 3 (2)
Class A Common Stock 16,504 I Sp Trustee 4 (2)
Class A Common Stock 19,468 I Sp Trustee 5 (2)
Class A Common Stock 19,468 I Sp Trustee 6 (2)
Class A Common Stock 10,108 I Sp Trustee 7 (2)
Class A Common Stock 279,470 I Spouse (2)
Class A Common Stock 595,000 I The JWM-MAR 2011 Annuity Trust
Class A Common Stock 496,960 I Trustee 1 (2)
Class A Common Stock 5,154,896 I Trustee 19 (2)
Class A Common Stock 742,223 I Trustee 2 (2)
Class A Common Stock 495,559 I Trustee 4 (2)
Class A Common Stock 798,940 I Trustee 5 (2)
Class A Common Stock 580,915 I Trustee 6 (2)
Class A Common Stock 477,274 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
Explanation of Responses:
1. Represents the weighted average sale price. The highest price at which shares were sold was $38.84 and the lowest price at which shares were sold was $38.30.
2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Bancroft S. Gordon, Attorney-In-Fact 10/10/2012
** 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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