0001628280-22-020156.txt : 20220802 0001628280-22-020156.hdr.sgml : 20220802 20220802134528 ACCESSION NUMBER: 0001628280-22-020156 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220802 DATE AS OF CHANGE: 20220802 EFFECTIVENESS DATE: 20220802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARRIOTT INTERNATIONAL INC /MD/ CENTRAL INDEX KEY: 0001048286 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522055918 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-58747 FILM NUMBER: 221127967 BUSINESS ADDRESS: STREET 1: 7750 WISCONSIN AVENUE CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3013803000 MAIL ADDRESS: STREET 1: 7750 WISCONSIN AVENUE CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: NEW MARRIOTT MI INC DATE OF NAME CHANGE: 19971023 S-8 POS 1 forms-8posforespp.htm S-8 POS Document

As filed with the Securities and Exchange Commission on August 2, 2022
Registration No. 333-58747
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
52-2055918
(I.R.S. Employer
Identification No.)

7750 Wisconsin Avenue
Bethesda, MD 20814
(Address of Principal Executive Offices, Zip Code)
 

Marriott International, Inc. Employee Stock Purchase Plan
(Full Title of the Plan)
 
Rena Hozore Reiss, Esq.
Executive Vice President and General Counsel
Marriott International, Inc.
Dept. 52/923
7750 Wisconsin Avenue
Bethesda, MD 20814
(301) 380-3000
(Name, address, and telephone number, including area code, of agent for service)
 
 
Copies to:
 
Krista P. Hanvey
Gibson, Dunn & Crutcher LLP
2001 Ross Avenue Suite 2100
Dallas, TX 75201
(214) 698-3425

______________________________________________
        



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.



EXPLANATORY STATEMENT
Marriott International, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to amend the Registration Statement No. 333-58747 on Form S-8, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Registrant on July 9, 1998 (the “Prior Registration Statement”), registering the offering and sale of up to 5,000,000 shares of class A common stock of the Registrant, par value $0.01 per share (the “Class A Common Stock”), as may be issued from time to time under the Marriott International, Inc. Employee Stock Purchase Plan (the “Plan).

The Registrant is filing this Post-Effective Amendment with the SEC to terminate all offerings under the Prior Registration Statement and to deregister any and all shares of the Registrant’s Class A Common Stock that remain unsold as of the date hereof. The Prior Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such shares of Class A Common Stock and the Company hereby terminates the effectiveness of the Prior Registration Statement.
        

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Prior Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on August 2, 2022.


MARRIOTT INTERNATIONAL, INC.
By:/s/ Andrew P.C. Wright
Name:
Title:		Andrew P.C. Wright
Vice President, Senior Counsel and Secretary
Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign Post-Effective Amendment No. 1 to the Prior Registration Statement.
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