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*
Harrison Deborah Marriott

(Last) (First) (Middle)
10400 FERNWOOD ROAD

(Street)
BETHESDA MD 20817

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 13(d) group
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2013
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/08/2013 G V 252,500 D $0.0000 0.0000 I DMH 2011 Annuity Trust(1)
Class A Common Stock 09/30/2013 G V 4,200,000 A $0.0000 24,227,493 I JWM Family Enterprises(2)
Class A Common Stock 08/28/2013 G V 251,000 A $0.0000 251,000 I JWM Insurance Trust(3)
Class A Common Stock 11/08/2013 G V 26,500 A $0.0000 26,665 I MCH Irrev. Trust(3)
Class A Common Stock 11/08/2013 G V 26,500 A $0.0000 27,200 I SMH 1998 Trust(3)
Class A Common Stock 11/08/2013 G V 26,500 A $0.0000 95,119 I Trustee 7(3)
Class A Common Stock 11/08/2013 G V 26,500 A $0.0000 84,268 I Trustee 8(3)
Class A Common Stock 11/08/2013 G V 26,500 A $0.0000 78,993 I Trustee 9(3)
Class A Common Stock 126,820 D
Class A Common Stock 63,685 I By Spouse(3)
Class A Common Stock 19,265 I Jointly with spouse(4)
Class A Common Stock 240,000 I JWM Gen Trust(3)
Class A Common Stock 70,203 I JWM III Trustee 1(3)
Class A Common Stock 60,636 I JWM III Trustee 2(3)
Class A Common Stock 48,327 I JWM III Trustee 3(3)
Class A Common Stock 535 I MCH 1998 Trust(3)
Class A Common Stock 76,684 I MCH Investments, LLC(3)
Class A Common Stock 83,361 I SMH Investments, LLC(3)
Class A Common Stock 209,210 I The Harrison Generation Trust(3)
Class A Common Stock 4,310 I Trustee 10(3)
Class A Common Stock 2,110 I Trustee 11(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The 252,500 shares formerly held in the DMH 2011 Annuity Trust were distributed as follows: 120,000 transferred to the Reporting Person's personal account; and 132,500 contributed to five trusts for the benefit of the Reporting Person's children.
2. Consists of 9,199,999 shares owned by Thomas Point Ventures, L.P., whose sole general partner is JWM Family Enterprises, L.P., 2,904,028 shares held by Terrapin Limited Holdings, LLC, whose sole member if JWM Family Enterprises, L.P., 4,200,000 shares owned by Anchorage Partners, L.P., whose sole general partner is JWM Family Enterprises, L.P., and 7,923,466 shares owned by JWM Family Enterprises, L.P. JWM Family Enterprises, Inc. is the sole general partner of JWM Family Enterprises, L.P. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
4. Owned jointly with spouse.
Bancroft S. Gordon, Attorney-In-Fact 11/12/2013
** 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.