1. Name and Address of Reporting Person * |
Â
Marriott David S |
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2. Date of Event Requiring Statement (Month/Day/Year) 05/17/2006 |
3. Issuer Name and Ticker or Trading Symbol MARRIOTT INTERNATIONAL INC /MD/ [MAR]
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10400 FERNWOOD ROAD |
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% |
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5. If Amendment, Date Original Filed(Month/Day/Year)
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BETHESDA, MD 20817 |
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned |
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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 Stock
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543,222
|
D
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Â
|
Class A Common Stock
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2,639
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I
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By Spouse
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Class A Common Stock
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8,992
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I
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Trustee 1 of Trust f/b/o his child
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Class A Common Stock
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2,875
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I
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Trustee 2 of Trust f/b/o his child
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Class A Common Stock
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5,413,980
(1)
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I
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By JWM Family Enterprises, L.P.
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Class A Common Stock
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6,600,000
(2)
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I
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By Thomas Point Ventures, L.P.
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Class A Common Stock
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331,644
(3)
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I
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By 1974 Trust
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Class A Common Stock
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393,480
(4)
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I
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By 1965 Trusts
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Restricted Stock Units
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12,264
(5)
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D
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Â
|
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* |
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). |
(1) |
Shares held by JWM Family Enterprises, L.P. ("JWMFE, LP"). JWM Family Enterprises, Inc. is the general partner of JWMFE,
LP. David Sheets Marriott directly and indirectly owns 24.99% of the outstanding stock of JWM Family Enterprises, Inc. The
reporting person disclaims beneficial ownership of the shares held by JWMFE, LP except to the extent of his pecuniary
interest therein. |
(2) |
Shares held by Thomas Point Ventures, L.P. ("TPV"). JWMFE, LP is the general partner of TPV. JWM Family Enterprises,
Inc. is the general partner of JWMFE, LP. David Sheets Marriott directly and indirectly owns 24.99% of the outstanding
stock of JWM Family Enterprises, Inc. The reporting person disclaims beneficial ownership of the shares held by TPV except
to the extent of his pecuniary interest therein. |
(3) |
Shares held in a 1974 trust for the benefit of David Sheets Marriott. Donna Rae Garff Marriott, David Sheets Marriott's
mother, and an unrelated person are trustees. |
(4) |
Shares held in two 1965 trusts for the benefit of David Sheets Marriott. J. Willard Marriott, Jr., David Sheets Marriott's
father, and Richard E. Marriott, David Sheets Marriott's uncle, are trustees. |
(5) |
Represents 84 share units and 2,180 share units granted on February 5, 2004 and February 13, 2006, respectively, that vest in
four equal annual installments and 10,000 share units granted on February 13, 2006 that vest in five equal annual
installments. |
(6) |
This option vests in four equal annual installments beginning on February 10, 2006. |