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Form 4 MARRIOTT INTERNATIONAL For: Feb 20 Filed by: Oberg Kathleen K.

February 22, 2024 9:14 PM EST
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).
1. Name and Address of Reporting Person *
Oberg Kathleen K.

(Last) (First) (Middle)
7750 WISCONSIN AVENUE

(Street)
BETHESDA MD 20814

(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
X Officer (give title below) Other (specify below)
EVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024
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 02/20/2024   A   33,993 A $ 242.96 75,029 D  
Class A Common Stock 02/20/2024   A   30,801 A $ 242.94 105,830 D  
Class A Common Stock 02/20/2024   A   25,671 A $ 242.82 131,501 D  
Class A Common Stock 02/20/2024   A   18,957 A $ 242.63 150,458 D  
Class A Common Stock 02/20/2024   F (1)   14,793 D $ 242.63 135,665 D  
Class A Common Stock 02/20/2024   F (2)   19,220 D $ 242.82 116,445 D  
Class A Common Stock 02/20/2024   S   21,000 D $ 242.68 (3) 95,445 D  
Class A Common Stock 02/20/2024   F (4)   24,189 D $ 242.94 71,256 D  
Class A Common Stock 02/20/2024   F (5)   25,111 D $ 242.96 46,145 D  
Class A Common Stock 02/20/2024   S   26,109 D $ 242.74 (6) 20,036 D  
Class A Common - Restricted Stock Units               30,762 D  
Class A Common Stock               127.845 I 401(k) account
Class A Common Stock               3,364 I Jointly with spouse
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
Stock Appreciation Rights $ 139.54 02/20/2024   M     18,957   (7) 02/20/2028 Class A Common Stock 18,957 $ 0 0 D  
Stock Appreciation Rights $ 142.05 02/20/2024   M     30,801   (8) 02/22/2031 Class A Common Stock 30,801 $ 0 0 D  
Stock Appreciation Rights $ 120.16 02/20/2024   M     33,993   (9) 03/02/2030 Class A Common Stock 33,993 $ 0 0 D  
Stock Appreciation Rights $ 124.79 02/20/2024   M     25,671   (10) 03/05/2029 Class A Common Stock 25,671 $ 0 0 D  
Explanation of Responses:
1. The reporting person received a net of 4,164 shares of common stock upon the exercise of 18,957 stock appreciation rights ("SARs"). A total of 14,793 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 6,451 shares of common stock upon the exercise of 19,220 stock appreciation rights ("SARs"). A total of 25,671 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. Represents the weighted average sale price. The highest price at which shares were sold was $242.93 and the lowest price at which shares were sold was $242.56.
4. The reporting person received a net of 6,612 shares of common stock upon the exercise of 30,801 stock appreciation rights ("SARs"). A total of 24,189 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.
5. The reporting person received a net of 8,882 shares of common stock upon the exercise of 33,993 stock appreciation rights ("SARs"). A total of 25,111 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.
6. Represents the weighted average sale price. The highest price at which shares were sold was $243.09 and the lowest price at which shares were sold was $242.63.
7. Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 20, 2018 grant date.
8. Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the February 22, 2021 grant date.
9. Stock Appreciatian Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 2, 2020 grant date.
10. Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal annual installments beginning on the first anniversary of the March 5, 2019 grant date.
Andrew P.C. Wright, Attorney-in-Fact 02/22/2024
** 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.


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