X0306 4 2016-09-22 1 0000316206 STARWOOD HOTELS & RESORTS WORLDWIDE, LLC HOT 0001105694 HIPPEAU ERIC STARWOOD HOTELS & RESORTS WORLDWIDE INC. ONE STARPOINT STAMFORD CT 06902 1 0 0 0 Common Stock 2016-09-22 4 D 0 17484 D 0 D Phantom Stock 2016-09-22 4 D 0 32441 D Common Stock 32441 0 D Stock Option (Right to Buy) 10.57 2016-09-22 4 D 0 11828 D 2009-02-27 2017-02-27 Common Stock 11828 0 D Stock Option (Right to Buy) 35.49 2016-09-22 4 D 0 4403 D 2010-02-26 2018-02-26 Common Stock 4403 0 D Stock Option (Right to Buy) 56.88 2016-09-22 4 D 0 2747 D 2011-02-28 2019-02-28 Common Stock 2747 0 D Stock Option (Right to Buy) 51.11 2016-09-22 4 D 0 3057 D 2012-02-28 2020-02-28 Common Stock 3057 0 D Restricted Stock Units 2016-09-22 4 D 0 2109 D Common Stock 2109 0 D 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. Phantom Stock is convertible into Common Stock on a one-for-one basis. This report corrects the antidilution adjustment to the number of shares of Phantom Stock held by the Reporting Person, which was inadvertently overreported by 37 shares in the Form 4 filed by the Reporting Person on June 28, 2016. Phantom Stock was to convert into Common Stock and be distributed to the Reporting Person per the terms of the applicable Deferral Agreements. As a result of the conversion 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). Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $11.385 and 10,979 respectively) that was made in connection with the separation of the Issuer's vacation ownership business from its other businesses on May 11, 2016 (the "SVO Spin-Off"). 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). 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 SVO Spin-Off. 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. 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. Restricted Stock Units are convertible into Common Stock on a one-for-one basis. 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. Restricted Stock Units were convertible into Common Stock on the first anniversary of the grant date or, if earlier, the date the Reporting Person ceases to be a director. 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). /s/ Kristen Prohl, Attorney-in-Fact 2016-09-26