SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Menon Rajeev

(Last)

(First)

(Middle)

7750 WISCONSIN AVE.

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2023

3. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, APEC

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common - Restricted Stock Units	11,015	D⁽¹⁾
Class A Common Stock	18,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights	⁽²⁾	02/16/2033	Class A Common Stock	4,992	$177.55	D

Explanation of Responses:

1. The RSUs are a total of the unvested units granted on various grant dates: 989 out of 3,956 RSUs granted on 3/2/2020 vesting in four equal installments beginning on 2/15/2021 and thereafter on the anniversary of that date; 3,720 RSUs granted on 9/30/2020 vesting in a single installment on 9/15/2023; 2,526 out of 5,052 RSUs granted on 9/30/2020, vesting in four equal installments beginning on 2/15/2022 and thereafter on the anniversary of that date; 2,088 out of 2,784 RSUs granted on 2/17/2022, vesting in four equal installments beginning on 2/15/2023 and thereafter on the anniversary of that date; and 1,692 RSUs granted on 2/16/2023 vesting in three equal installments beginning on 2/15/2024 and thereafter on the anniversary of that date.

2. Stock Appreciation Rights granted on 2/16/2023 that vest in three equal installments beginning on February 15, 2024 and thereafter on the anniversary of that date.

Remarks:

rmenonsec.txt

	Andrew P.C. Wright, Attorney-in-Fact	03/06/2023
	** 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 5 (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.