Kathleen K. Oberg - 09 Nov 2021 Form 4 Insider Report for MARRIOTT INTERNATIONAL INC /MD/ (MAR)

Role: EVP & CFO
Signature: Andrew P.C. Wright, Attorney-in-Fact
Issuer symbol: MAR
Transactions as of: 09 Nov 2021
Net transactions value: -$747,835
Form type: 4
Filing time: 10 Nov 2021, 14:20:24 UTC
Previous filing: 27 Sep 2021
Next filing: 16 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MAR	Class A Common Stock	Award	$2,739,935	+16,462	+71%	$166.44	39,651	09 Nov 2021	Direct
transaction	MAR	Class A Common Stock	Award	$753,921	+4,538	+11%	$166.14	44,189	09 Nov 2021	Direct
transaction	MAR	Class A Common Stock	Sale	$182,698	-1,099	-2.5%	$166.24	43,090	09 Nov 2021	Direct
transaction	MAR	Class A Common Stock	Tax liability	$571,338	-3,439	-8%	$166.14	39,651	09 Nov 2021	Direct	F1
transaction	MAR	Class A Common Stock	Sale	$747,972	-4,500	-11%	$166.22	35,151	09 Nov 2021	Direct	F2
transaction	MAR	Class A Common Stock	Sale	$847,093	-5,091	-14%	$166.39	30,060	09 Nov 2021	Direct	F3
transaction	MAR	Class A Common Stock	Tax liability	$1,892,589	-11,371	-38%	$166.44	18,689	09 Nov 2021	Direct	F4
holding	MAR	Class A Common - Restricted Stock Units						52,157	09 Nov 2021	Direct
holding	MAR	Class A Common Stock						126	09 Nov 2021	401(k) account
holding	MAR	Class A Common Stock						3,364	09 Nov 2021	Jointly with spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MAR	Stock Appreciation Rights	Options Exercise	$0	-4,538	-18%	$0.000000	21,316	09 Nov 2021	Class A Common Stock	4,538	$88.31	Direct	F5
transaction	MAR	Stock Appreciation Rights	Options Exercise	$0	-16,462	-100%	$0.000000^*	0	09 Nov 2021	Class A Common Stock	16,462	$66.86	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person received 1,099 shares of common stock upon the net exercise of 4,538 stock appreciation rights ("SARs"). A total of 3,439 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.
F2	Represents the weighted average sale price. The highest price at which shares were sold was $166.24 and the lowest price at which shares were sold was $166.0201.
F3	Represents the weighted average sale price. The highest price at which shares were sold was $166.3903 and the lowest price at which shares were sold was $166.3900.
F4	The reporting person received 5,091 shares of common stock upon the net exercise of 16,462 stock appreciation rights ("SARs"). A total of 11,371 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.
F5	Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal installments beginning on the first anniversary of the February 21, 2017 grant date.
F6	Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal installments beginning on the first anniversary of the February 22, 2016 grant date.