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^*

Brown William P

(Last)

(First)

(Middle)

10400 FERNWOOD ROAD

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/02/2019

3. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. & Managing Dir., Europe

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)
Class A Common - Restricted Stock Units	13,248⁽¹⁾	D
Class A Common Stock	14,000	D

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	⁽²⁾	02/21/2027	Class A Common Stock	9,945	$88.31	D
Stock Appreciation Rights	⁽³⁾	02/20/2028	Class A Common Stock	6,321	$139.54	D

Explanation of Responses:

1. The RSU's are a total of units granted on various grant dates. 1,966 RSU's were granted on 2/23/2015 with a vesting schedule of four equal installments on 2/15/2016, 2/15/2017, 2/15/2018 and 2/15/2019 (or the first business day thereafter). 1,629 RSU's were granted on 11/3/2015 with a vesting schedule of four equal installments on 11/15/2016, 11/15/2017, 11/15/2018 and 11/15/2019 (or the first business day thereafter). 5,236 RSU's were granted on 2/22/2016 with a vesting schedule of four equal installments on 2/22/2016, 2/15/2017, 2/15/2018, 2/15/2019 and 2/15/2020 (or the first business day thereafter). 2,266 RSU's were granted on 2/21/2017 with a vesting schedule of three equal installments on 2/15/2018, 2/15/2019 and 2/15/2020 (or the first business day thereafter). 2,151 RSU's were granted on 2/20/2018 with a vesting schedule of three equal installments on 2/15/2019, 2/15/2010 and 2/15/2021 (or the first business day thereafter).

2. The Stock Appreciation Rights were granted on 2/21/2017 and vest annually in three equal installments on 2/21/2018, 2/21/2019 and 2/21/2020, respectively (or the first business day thereafter).

3. The Stock Appreciation Rights were granted on 2/20/2018 and will vest annually in three equal installments on 2/20/2019, 2/20/2020 and 2/20/2021, respectively (or the first business day thereafter).

Remarks:

brownpoa.txt

	Bancroft S. Gordon, Attorney-In-Fact	01/07/2019
	** 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).
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.