SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC [ 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)
09/22/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/22/2016		D		49,655	D	⁽¹⁾	0	D
Common Stock	09/22/2016		D		71,366	D	⁽¹⁾	0	I	Bruce W. Duncan Revocable Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽²⁾	09/22/2016		D			8,496⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	8,496⁽³⁾	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$35.49⁽⁶⁾	09/22/2016		D			4,403⁽⁶⁾	02/26/2010	02/26/2018	Common Stock	4,403⁽⁶⁾	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$56.88⁽⁸⁾	09/22/2016		D			2,747⁽⁸⁾	02/28/2011	02/28/2019	Common Stock	2,747⁽⁸⁾	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$51.11⁽⁹⁾	09/22/2016		D			3,057⁽⁹⁾	02/28/2012	02/28/2020	Common Stock	3,057⁽⁹⁾	⁽⁷⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			607⁽¹³⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	607⁽¹³⁾	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			508⁽¹⁴⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	508⁽¹⁴⁾	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			507⁽¹⁵⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	507⁽¹⁵⁾	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			499⁽¹⁶⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	499⁽¹⁶⁾	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			485⁽¹⁷⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	485⁽¹⁷⁾	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			498⁽¹⁸⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	498⁽¹⁸⁾	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			483⁽¹⁹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	483⁽¹⁹⁾	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			497⁽²⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	497⁽²⁰⁾	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			607⁽²¹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	607⁽²¹⁾	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			582⁽²²⁾	⁽²³⁾	⁽²³⁾	Common Stock	582⁽²²⁾	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			476	⁽²⁴⁾	⁽²⁴⁾	Common Stock	476	⁽¹²⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	09/22/2016		D			2,109⁽²⁵⁾	⁽²⁶⁾	⁽²⁶⁾	Common Stock	2,109⁽²⁵⁾	⁽¹²⁾	0	D

Explanation of Responses:

1. Each share of Common Stock was disposed of pursuant to the transactions described in the Agreement and Plan of Merger, dated as of November 15, 2015, by and among the Issuer, Marriott International, Inc. ("Marriott") et al., as thereafter amended by the Amendment No. 1 to the Agreement and Plan of Merger (the "Merger Agreement"), in exchange for the right to receive (1) 0.800 shares of common stock of Marriott, (2) $21.00 in cash, without interest, and (3) any applicable cash in lieu of fractional shares of common stock of Marriott.

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

3. This report corrects the antidilution adjustment to the number of shares of Phantom Stock held by the Reporting Person, which was inadvertently underreported by 282 shares in the Form 4 filed by the Reporting Person on June 28, 2016.

4. Phantom Stock was to convert into Common Stock and be distributed to the Reporting Person per the terms of the applicable Deferral Agreements.

5. As a result of the conversions described in the Merger Agreement (the "Conversions"), each share of Phantom Stock was converted into 1.1046 deferred stock units of common stock of Marriott (market value $69.75 per share).

6. Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $38.235 and 4,087 respectively) that was made in connection with the separation of Issuer's vacation ownership business from its other businesses on May 11, 2016 (the "SVO Spin-Off").

7. As a result of the Conversions, these Stock Options, which were fully vested, were converted into options to purchase a number of shares of Marriott common stock equal to the number of shares of Common Stock underlying the Stock Options multiplied by 1.1046 (rounded down to the nearest whole number of shares), at an exercise price equal to the exercise price of the Stock Options divided by 1.1046 (rounded up to the nearest whole cent).

8. Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $61.28 and 2,550 respectively) that was made in connection with the SVO Spin-Off.

9. Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $55.06 and 2,838 respectively) that was made in connection with the SVO Spin-Off.

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

11. Restricted Stock Units were to convert into Common Stock on the third anniversary of the grant date or, if earlier, the date the Reporting Person ceased to be a director.

12. As a result of the Conversions, each Restricted Stock Unit was converted into 1.1046 restricted stock units covering the common stock of Marriott (market value $69.75 per share).

13. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 564) that was made in connection with the SVO Spin-Off.

14. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 472) that was made in connection with the SVO Spin-Off.

15. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 471) that was made in connection with the SVO Spin-Off.

16. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 464) that was made in connection with the SVO Spin-Off.

17. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 451) that was made in connection with the SVO Spin-Off.

18. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 463) that was made in connection with the SVO Spin-Off.

19. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 449) that was made in connection with the SVO Spin-Off.

20. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 462) that was made in connection with the SVO Spin-Off.

21. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 564) that was made in connection with the SVO Spin-Off.

22. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 541) that was made in connection with the SVO Spin-Off.

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

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

25. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 1,958) that was made in connection with the SVO Spin-Off.

26. Restricted Stock Units were to convert into Common Stock on the first anniversary of the grant date.

Remarks:

	/s/ Kristen Prohl, Attorney-in-Fact	09/26/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.