X0306 4 2016-09-22 1 0000316206 STARWOOD HOTELS & RESORTS WORLDWIDE, LLC HOT 0001480367 Mangas Thomas B STARWOOD HOTELS & RESORTS WORLDWIDE, INC ONE STARPOINT STAMFORD CT 06902 1 1 0 0 Chief Executive Officer Common Stock 2016-09-22 4 A 0 19909 A 73567 D Common Stock 2016-09-22 4 D 0 19909 D 53658 D Common Stock 2016-09-22 4 A 0 65614 A 119272 D Common Stock 2016-09-22 4 D 0 65614 D 53658 D Common Stock 2016-09-22 4 D 0 40827 D 12831 D Common Stock 2016-09-22 4 D 0 12831 D 0 D Reflects Performance Shares deemed earned at 128.55% achievement level under 2015 performance share awards as part of the conversions (the "Conversions") 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 Number 1 to Agreement and Plan of Merger (the "Merger Agreement"). Not applicable. As a result of the Conversions, each share of Common Stock deemed earned under the performance share awards was converted into 1.1046 time-based restricted stock units in respect of common stock of Marriott (market value $69.75 per share). Reflects Performance Shares deemed earned at 200% achievement level under 2016 performance share awards as part of the Conversions. As a result of the Conversions, each Restricted Share was converted into 1.1046 restricted shares of common stock of Marriott (market value $69.75 per share). Note that, for purposes of prior entries in Column 5 of this report, this Form 4 reflects an antidilution adjustment to the number of remaining Restricted Shares (from 45,909 to 49,459) that was made in connection with the separation of the Issuer's vacation ownership business from its other businesses on May 11, 2016. Each share of Common Stock was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive (A) 0.800 shares of common stock of Marriott, (B) $21.00 in cash, without interest, and (C) any applicable cash in lieu of fractional shares of common stock of Marriott. /s/ Kristen Prohl, Attorney-in-Fact 2016-09-26