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)
06/23/2014
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 06/23/2014 M 100,000 A $16.5782 288,229 D
Class A Common Stock 06/23/2014 S 100,000 D $63.65 (1) 188,229 D
Class A Common Stock 287,338 I 401(k) account
Class A Common Stock 323,496 I GP/Partnership (2)
Class A Common Stock 53,622 I JW Sp Trustee 10 (2)
Class A Common Stock 68,900 I JW Sp Trustee 8 (2)
Class A Common Stock 76,991 I JW Sp Trustee 9 (2)
Class A Common Stock 24,227,493 I JWM Family Enterprises (2)
Class A Common Stock 2,026,568 I Sp Trustee 1 (2)
Class A Common Stock 240,000 I Sp Trustee 11 (2)
Class A Common Stock 13,220 I Sp Trustee 2 (2)
Class A Common Stock 16,682 I Sp Trustee 3 (2)
Class A Common Stock 11,732 I Sp Trustee 4 (2)
Class A Common Stock 19,679 I Sp Trustee 5 (2)
Class A Common Stock 19,679 I Sp Trustee 6 (2)
Class A Common Stock 10,217 I Sp Trustee 7 (2)
Class A Common Stock 282,524 I Spouse (2)
Class A Common Stock 503,910 I Trustee 1 (2)
Class A Common Stock 5,215,684 I Trustee 19 (2)
Class A Common Stock 656,817 I Trustee 2 (2)
Class A Common Stock 194,119 I Trustee 3 (2)
Class A Common Stock 495,559 I Trustee 4 (2)
Class A Common Stock 767,671 I Trustee 5 (2)
Class A Common Stock 537,520 I Trustee 6 (2)
Class A Common Stock 120,207 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
Stock Option (Right to buy) $16.5782 06/23/2014 M 100,000 (3) 11/04/2014 Class A Common Stock 100,000 $0.0000 0.0000 D
Explanation of Responses:
1. Represents the weighted average sale price. The highest price at which shares were sold was $63.84 and the lowest price at which shares were sold was $63.41.
2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. The options vest in four equal installments on each of the first four anniversaries of the November 4, 1999 grant date.
Ward R. Cooper, Attorney-In-Fact 06/24/2014
** 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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