SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Mao Yibing

(Last)

(First)

(Middle)

7750 WISCONSIN AVE.

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2023

3. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. Greater China

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common - Restricted Stock Units	395	D⁽¹⁾
Class A Common Stock	24,702	D
Class A Common Stock - Deferred Stock Bonus Award	276	D⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights	⁽³⁾	01/01/2026	Class A Common Stock	3,921	$66.86	D

Explanation of Responses:

1. The RSUs are part of an award granted on 3/2/2020 and will vest on 2/15/2024. 1812 units were originally granted with a vesting schedule of four equal installments on 2/15/2021, 2/15/2022, 2/15/2023 and 2/15/2024 (or the first business day thereafter). 232 units were forfeited upon prior termination of employment.

2. Shares are part of two Deferred Stock Bonus Awards granted on 1/2/2001. One award vested on the five-year anniversary of the grant and one award vested in five equal annual installments starting on the sixth anniversary of the grant. Both awards are distributed in ten equal annual installments following the prior termination of service.

3. The 3,921 Stock Appreciation Rights are part of an award granted on 2/22/2016. 15,684 Stock Appreciation Rights were granted and vested in four equal annual installments on the anniversary of the grant date (or the first business day thereafter).

Remarks:

poasecymao.txt

	Andrew P.C. Wright, Attorney-in-Fact	02/28/2023
	** 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 5 (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.