William P. Brown - Feb 17, 2022 Form 4 Insider Report for MARRIOTT INTERNATIONAL INC /MD/ (MAR)

Role: Group Pres., US and Canada
Signature: Andrew P.C. Wright, Attorney-in-Fact
Stock symbol: MAR
Transactions as of: Feb 17, 2022
Transactions value $: $989
Form type: 4
Date filed: 2/18/2022, 04:21 PM
Previous filing: Feb 17, 2022
Next filing: Mar 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MAR	Class A Common Stock	Award	$1.51M	+8.41K	+53.28%	$180.17	24.2K	Feb 17, 2022	Direct
transaction	MAR	Class A Common Stock	Award	$1.19M	+6.6K	+27.29%	$180.17	30.8K	Feb 17, 2022	Direct
transaction	MAR	Class A Common Stock	Award	$746K	+4.14K	+13.45%	$180.17	34.9K	Feb 17, 2022	Direct
transaction	MAR	Class A Common Stock	Sale	-$508K	-2.83K	-8.09%	$179.82	32.1K	Feb 17, 2022	Direct	F1
transaction	MAR	Class A Common Stock	Tax liability	-$628K	-3.48K	-10.85%	$180.17	28.6K	Feb 17, 2022	Direct	F2
transaction	MAR	Class A Common Stock	Tax liability	-$1.06M	-5.88K	-20.54%	$180.17	22.7K	Feb 17, 2022	Direct	F3
transaction	MAR	Class A Common Stock	Tax liability	-$1.25M	-6.96K	-30.61%	$180.17	15.8K	Feb 17, 2022	Direct	F4
holding	MAR	Class A Common - Restricted Stock Units						4.75K	Feb 17, 2022	Direct

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	-6.6K	-33.33%	$0.00	13.2K	Feb 17, 2022	Class A Common Stock	6.6K	$142.05	Direct	F5
transaction	MAR	Stock Appreciation Rights	Options Exercise	$0	-8.41K	-54.76%	$0.00	6.95K	Feb 17, 2022	Class A Common Stock	8.41K	$120.16	Direct	F6
transaction	MAR	Stock Appreciation Rights	Options Exercise	$0	-4.14K	-50%	$0.00	4.14K	Feb 17, 2022	Class A Common Stock	4.14K	$124.79	Direct	F7

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

Explanation of Responses:

Id	Content
F1	Represents the weighted average sale price. The highest price at which shares were sold was $179.91 and the lowest price at which shares were sold was $179.80.
F2	The reporting person received 658 shares of common stock upon the net exercise of 4,141 stock appreciation rights ("SARs"). A total of 3,483 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.
F3	The reporting person received 721 shares of common stock upon the net exercise of 6,600 stock appreciation rights ("SARs"). A total of 5,879 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.
F4	The reporting person received 1,447 shares of common stock upon the net exercise of 8,407 stock appreciation rights ("SARs"). A total of 6,960 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 annual installments beginning on the first anniversary of the February 22, 2021 grant date.
F6	Stock Appreciation 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.
F7	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.