EVP & CFO Oberg Kathleen K. was granted 22,049 shares, sold $1,181,361 worth of shares (4,170 units at $283.30) and covered exercise/tax liability with 17,879 shares, decreasing direct ownership by 0.00% to 20,037 units (SEC Form 4)
$MAR
Hotels/Resorts
Consumer Discretionary
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/11/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/11/2024 | A | 14,980 | A | $282.37 | 35,016.849 | D | |||
| Class A Common Stock | 11/11/2024 | A | 7,069 | A | $282.42 | 42,085.849 | D | |||
| Class A Common Stock | 11/11/2024 | S | 4,170 | D | $283.3 | 37,915.849 | D | |||
| Class A Common Stock | 11/11/2024 | F(1) | 5,713 | D | $282.42 | 32,202.849 | D | |||
| Class A Common Stock | 11/11/2024 | F(2) | 12,166 | D | $282.37 | 20,036.849 | D | |||
| Class A Common - Restricted Stock Units | 30,762 | D | ||||||||
| Class A Common Stock | 127.996 | I | 401(k) account | |||||||
| Class A Common Stock | 3,364 | I | Jointly with spouse | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Appreciation Rights | $177.55 | 11/11/2024 | M | 7,069 | (3) | 02/16/2033 | Class A Common Stock | 7,069 | $0.0000 | 14,138 | D | ||||
| Stock Appreciation Rights | $179.75 | 11/11/2024 | M | 14,980 | (4) | 02/17/2032 | Class A Common Stock | 14,980 | $0.0000 | 7,490 | D | ||||
| Explanation of Responses: |
| 1. The reporting person received a net of 1,356 shares of common stock upon the exercise of 7,069 stock appreciation rights ("SARs"). A total of 5,713 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise. |
| 2. The reporting person received a net of 2,814 shares of common stock upon the exercise of 14,980 stock appreciation rights ("SARs"). A total of 12,166 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise. |
| 3. Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 16, 2023 grant date. |
| 4. Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 17, 2022 grant date. |
| Andrew P.C. Wright, Attorney-in-Fact | 11/12/2024 | |
| ** 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. | ||