0001140361-11-055459.txt : 20111130 0001140361-11-055459.hdr.sgml : 20111130 20111130163121 ACCESSION NUMBER: 0001140361-11-055459 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111121 FILED AS OF DATE: 20111130 DATE AS OF CHANGE: 20111130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Marriott Vacations Worldwide Corp CENTRAL INDEX KEY: 0001524358 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 452598330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 6649 WESTWOOD BLVD. CITY: ORLANDO STATE: FL ZIP: 32821 BUSINESS PHONE: 407-206-6000 MAIL ADDRESS: STREET 1: 6649 WESTWOOD BLVD. CITY: ORLANDO STATE: FL ZIP: 32821 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARRIOTT J W JR CENTRAL INDEX KEY: 0001008824 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35219 FILM NUMBER: 111234268 MAIL ADDRESS: STREET 1: 10400 FERNWOOD ROAD CITY: BETHESDA STATE: MD ZIP: 20817 3 1 doc1.xml FORM 3 X0204 3 2011-11-21 0 0001524358 Marriott Vacations Worldwide Corp VAC 0001008824 MARRIOTT J W JR 10400 FERNWOOD ROAD BETHESDA MD 20817 0 0 1 1 13D Group Owning More Than 10% Common Stock 288307 D Common Stock 52000 I JWM-MAR 2010 GRAT Common Stock 100000 I JWM-MAR 2011 GRAT Common Stock 1082798 I JWMFE, Inc. Common Stock 919999 I TPV, LP Common Stock 32349 I JWM Associates LP Common Stock 28252 I Spouse Common Stock 226845 I Sp Trustee 1 Common Stock 1322 I Sp Trustee 2 Common Stock 1668 I Sp Trustee 3 Common Stock 1668 I Sp Trustee 4 Common Stock 1967 I Sp Trustee 5 Common Stock 1967 I Sp Trustee 6 Common Stock 1021 I Sp Trustee 7 Common Stock 50391 I Trustee 1 Common Stock 75080 I Trustee 2 Common Stock 43111 I Trustee 3 Common Stock 49555 I Trustee 4 Common Stock 80767 I Trustee 5 Common Stock 58752 I Trustee 6 Common Stock 66627 I Trustee 7 Common Stock 79582 I Trustee 8 Common Stock 1700 I Trustee 17 Common Stock 521568 I Trustee 19 Restricted Stock Units 7989.3 D Restricted Stock Units 7346 D Stock Appreciation Rights 2018-02-19 Common Stock 44730 D Stock Appreciation Rights 2020-02-16 Common Stock 27858 D Stock Appreciation Rights 2021-02-17 Common Stock 19023 D Stock Options 2012-11-06 Common Stock 13760 D Stock Options 2012-11-06 Common Stock 13760 D Stock Options 2013-11-05 Common Stock 38400 D Stock Options 2014-11-04 Common Stock 60000 D Stock Options 2012-02-19 Common Stock 80000 D Stock Options 2013-02-06 Common Stock 113000 D Stock Options 2014-02-05 Common Stock 65880 D Stock Options 2015-02-10 Common Stock 24600 D The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Represents shares held by JWM Family Enterprises, L.P. JWM Marriott Enterprises, Inc. is the sole general partner of the JWM Family Enterprises, L.P. J.W. Marriott, Jr., John W. Marriott, III, Deborah Marriott Harrison, Stephen Garff Marriott and David Sheets Marriott are each shareholders of JWM Family Enterprises, Inc. Represents shares held by Thomas Point Ventures, L.P., whose general partner is JWM Family Enterprises, L.P. Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the anti-dilution provisions of an award granted to the reporting person under the Marriott International, Inc. Stock and Cash Incentive Plan, which award has substantially the same terms as the Marriott International, Inc. award to which it relates (other than with respect to the exercise price and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the legal and structural separation of the issuer from Marriott International, Inc. (the "Spin-Off")) and vest in four equal installments over the four-year period following the date such Marriott International, Inc. award was initially granted. Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the anti-dilution provisions of an award granted to the reporting person under the Marriott International, Inc. Stock and Cash Incentive Plan, which award has substantially the same terms as the Marriott International, Inc. award to which it relates (other than with respect to the exercise price and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the Spin-Off) and is fully vested based on service prior to the Spin-Off. The adjusted exercise prices have not been determined as of the date of this filing. /s/ Catherine Meeker, Attorney-In-Fact 2011-11-30 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document

POWER OF ATTORNEY

Know all men by these presents, that the undersigned hereby constitutes and appoints each of James H Hunter, IV, and his successor as General Counsel of Marriott Vacations Worldwide Corporation (the “Company”), Catherine Meeker and her successor as the Company’s Assistant General Counsel for Corporate Affairs & Finance, Michael W. Andrew, Jr. and his successor as the Company’s Deputy General Counsel for Global Timeshare Operations & Government Affairs, and Sean J. Roberts and his successor as the Company’s Vice President & Senior Counsel for Acquisitions, Development and Project Finance the undersigned’s true and lawful attorney-in-fact to:

(1)  execute for and on behalf of the undersigned, in the undersigned’s capacity as a deemed 10% stockholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)  take any and all other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact, acting individually, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company’s Secretary.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of November, 2011.
 
 
 Signature:   /s/ J. W. Marriott, Jr.
  J. W. Marriott, Jr.