0000899243-18-023955.txt : 20180906 0000899243-18-023955.hdr.sgml : 20180906 20180906180746 ACCESSION NUMBER: 0000899243-18-023955 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180901 FILED AS OF DATE: 20180906 DATE AS OF CHANGE: 20180906 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QUAZZO STEPHEN R CENTRAL INDEX KEY: 0001105602 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35219 FILM NUMBER: 181058500 MAIL ADDRESS: STREET 1: C/O STARWOOD HOTELS & RESORTS WORLDWIDE STREET 2: 44 SOUTH BROADWAY CITY: WHITE PLAINS STATE: NY ZIP: 10601 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: 1231 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 FORMER COMPANY: FORMER CONFORMED NAME: Marriott Vacations Worldwide Corp DATE OF NAME CHANGE: 20110627 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-09-01 0 0001524358 MARRIOTT VACATIONS WORLDWIDE Corp VAC 0001105602 QUAZZO STEPHEN R C/O MARRIOTT VACATIONS WORLDWIDE 6649 WESTWOOD BLVD ORLANDO FL 32821 1 0 0 0 Common Stock 8641 D Common Stock 28 I By spouse Common Stock 319 I Benjamin C. Quazzo Minority Trust Common Stock 319 I Caroline T. Quazzo Minority Trust Common Stock 319 I Christopher H. Quazzo Minority Trust Includes (a) 7,641 shares of common stock, $0.01 par value per share ("Marriott Common Stock"), of Marriott Vacations Worldwide Corporation (the "Company") received as merger consideration (defined below) in exchange for 46,312 shares of common stock, $0.01 par value per share ("ILG Common Stock"), of ILG, Inc. ("ILG"), in connection with the acquisition of ILG by the Company (the "merger"), pursuant to the Agreement and Plan of Merger, dated as of April 30, 2018, by and among the Company, ILG, Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc., and Volt Merger Sub LLC (the "merger agreement"), and (b) 1,000 shares of Marriott Common Stock held prior to the Effective Time. (Continued from Footnote 1) As of the effective time of the merger on September 1, 2018 (the "Effective Time"), each share of ILG Common Stock automatically converted into the right to receive 0.165 shares of Marriott Common Stock and $14.75 in cash, along with cash in lieu of any fractional share (the "merger consideration"). The 7,641 shares of Marriott Common Stock received as merger consideration include shares of Marriott Common Stock received in exchange for 3,611 restricted stock units of ILG that accelerated upon completion of the merger. Represents shares of Marriott Common Stock received as merger consideration in exchange for 171 shares of ILG Common Stock. Represents shares of Marriott Common Stock received as merger consideration in exchange for 1,939 shares of ILG Common Stock. Shares reported are registered to Benjamin C. Quazzo Minority Trust dated October 21, 1993, of which Mr. Quazzo is the settlor and over which he exercises some investment control. Shares reported are registered to Caroline T. Quazzo Minority Trust dated October 21, 1993, of which Mr. Quazzo is the settlor and over which he exercises some investment control. Shares reported are registered to Christopher H. Quazzo Minority Trust dated September 6, 1997, of which Mr. Quazzo is the settlor and over which he exercises some investment control. Exhibit 24 - Power of Attorney /s/ Suzanne Liotta, Attorney-in-Fact 2018-09-06 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                August 27, 2018

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints James H Hunter, IV and his successor as General Counsel of Marriott
Vacations Worldwide Corporation, a Delaware corporation (the "Company"), Suzanne
Liotta and her successor as the Company's Vice President & Senior Counsel, and
Sean J. Roberts and his successor as the Company's Vice President & Senior
Counsel, signing singly, as the undersigned's true and lawful attorney-in-fact,
with full power and authority as hereinafter described on behalf of and in the
name, place and stead of the undersigned to:

(1)   prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
      (including any amendments thereto) with respect to the securities of the
      Company with the U.S. Securities and Exchange Commission, any national
      securities exchanges and the Company, as considered necessary or advisable
      under Section 16(a) of the Securities Exchange Act of 1934 and the rules
      and regulations promulgated thereunder, as amended from time to time (the
      "Exchange Act");

(2)   seek or obtain, as the undersigned's representative and on the
      undersigned's behalf, information of transactions in the Company's
      securities from any third-party, including brokers, employee benefit plan
      administrators and trustees, and the undersigned hereby authorizes any
      such person to release any such information to the undersigned and
      approves and ratifies any such release of information; and

(3)   perform any and all other acts which in the discretion of such attorney-
      in- fact is necessary or desirable for and on behalf of the undersigned in
      connection with the foregoing.

The undersigned acknowledges that:

(1)   this Power of Attorney authorizes, but does not require, such attorney-in-
      fact to act in his or her discretion on information provided to such
      attorney-in-fact without independent verification of such information;

(2)   any documents prepared and/or executed by such attorney-in-fact on behalf
      of the undersigned pursuant to this Power of Attorney will be in such form
      and will contain such information and disclosure as such attorney-in-fact,
      in his or her discretion, deems necessary or desirable;

(3)   neither the Company nor such attorney-in-fact assumes (i) any liability
      for the undersigned's responsibility to comply with the requirement of the
      Exchange Act, (ii) any liability of the undersigned for any failure to
      comply with such requirements, or (iii) any obligation or liability of the
      undersigned for profit disgorgement under Section 16(b) of the Exchange
      Act; and

(4)   this Power of Attorney does not relieve the undersigned from
      responsibility for compliance with the undersigned's obligations under the
      Exchange Act, including without limitation the reporting requirements
      under Section 16 of the Exchange Act.

      The undersigned hereby gives and grants the foregoing attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that such attorney-in-fact of, for
and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Power of Attorney. This Power of Attorney shall remain in full
force and effect until revoked by the undersigned in a signed writing delivered
to such attorney-in-fact.


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                        /s/ Stephen R. Quazzo
                                        -------------------------
                                        Stephen R. Quazzo