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^*

Marriott David S

(Last)

(First)

(Middle)

10400 FERNWOOD ROAD

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2011

3. Issuer Name and Ticker or Trading Symbol
Marriott Vacations Worldwide Corp [ VAC ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		13D Group Owning More Than 10%

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)
Common Stock	83,043	D
Common Stock	49,555	I	1965 Trusts
Common Stock	67,053	I	1974 Trusts⁽¹⁾
Common Stock	533	I	Spouse⁽¹⁾
Common Stock	1,082,798	I	JWMFE, Inc.⁽¹⁾⁽²⁾
Common Stock	919,999	I	TPV, LP⁽¹⁾⁽³⁾
Common Stock	3,229	I	Trustee 1 of Trust f/b/o his child⁽¹⁾
Common Stock	1,987	I	Trustee 2 of Trust f/b/o his child⁽¹⁾
Common Stock	1,199	I	Trustee 3 of Trust f/b/o his child⁽¹⁾
Common Stock	446	I	Trustee 4 of Trust f/b/o his child⁽¹⁾
Restricted Stock Units	158.3	D⁽⁴⁾
Restricted Stock Units	205	D⁽⁴⁾
Restricted Stock Units	972.6	D⁽⁴⁾
Restricted Stock Units	918.4	D⁽⁴⁾

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	⁽⁴⁾	08/07/2018	Common Stock	1,084	⁽⁶⁾	D
Stock Options	⁽⁵⁾	02/10/2015	Common Stock	896	⁽⁶⁾	D

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. Represents shares held by JWM Family Enterprises, L.P. JWM Marriott Enterprises, Inc. is the sole general partner of the JWM Family Enterprises, L.P. J.W. Marriott, Jr., John W. Marriott, lll, Deborah Marriott Harrison, Stephen Garff Marriott and David Sheets Marriott are each shareholders of JWM Family Enterprises, Inc.

3. Represents shares held by Thomas Point Ventures, L.P., whose general partner is JWM Family Enterprises, L.P.

4. Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the anti-dilution provisions of an award granted to the reporting person under the Marriott International, Inc. Stock and Cash Incentive Plan, which award has substantially the same terms as the Marriott International, Inc. award to which it relates (other than with respect to the exercise price and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the legal and structural separation of the issuer from Marriott International, Inc. (the "Spin-Off")) and vest in four equal installments over the four-year period following the date such Marriott International, Inc. award was initially granted.

5. Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the anti-dilution provisions of an award granted to the reporting person under the Marriott International, Inc. Stock and Cash Incentive Plan, which award has substantially the same terms as the Marriott International, Inc. award to which it relates (other than with respect to the exercise price and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the Spin-Off) and is fully vested based on service prior to the Spin-Off.

6. The adjusted exercise prices have not been determined as of the date of this filing.

Remarks:

	/s/ Catherine Meeker, Attorney-In-Fact	11/30/2011
	** 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).
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