1. Name and Address of Reporting Person * |
Â
Marriott Stephen G |
|
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]
|
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% |
|
5. If Amendment, Date Original Filed(Month/Day/Year) 05/26/2006 |
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
|
|
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 Stock
|
570,379
|
D
(1)
|
Â
|
Class A Common Stock
|
21,615
|
I
|
By Spouse
|
Class A Common Stock
|
36,365
|
I
|
Trustee 1 for Trust f/b/o his child
|
Class A Common Stock
|
30,475
|
I
|
Trustee 2 for Trust f/b/o his child
|
Class A Common Stock
|
25,817
|
I
|
Trustee 3 for Trust f/b/o his child
|
Class A Common Stock
|
7,702
|
I
|
Spouse Trustee 1 for Trust f/b/o his child
|
Class A Common Stock
|
8,252
|
I
|
Spouse Trustee 2 for Trust f/b/o his child
|
Class A Common Stock
|
8,252
|
I
|
Spouse Trustee 3 for Trust f/b/o his child
|
Class A Common Stock
|
5,413,980
(2)
|
I
|
By JWM Family Enterprises, L.P.
|
Class A Common Stock
|
6,600,000
(3)
|
I
|
By Thomas Point Ventures, L.P.
|
Class A Common Stock
|
327,360
(4)
|
I
|
By 1974 Trust
|
Class A Common Stock
|
393,610
(5)
|
I
|
By 1965 Trusts
|
Deferred Bonus Stock
|
850
(6)
|
D
|
Â
|
Class A Common Stock
|
1,389
|
I
|
401(k) account
|
Restricted Stock Units
|
2,628
(7)
|
D
|
Â
|
|
* |
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) |
This Form 3/A reflects an additional 813 shares directly held by the Reporting Person that were acquired pursuant to
the Issuer's Dividend Reinvestment Plan. This Form 3/A does not reflect the Issuer's two-for-one stock split that was
affected on June 9, 2006. |
(2) |
Shares held by JWM Family Enterprises, L.P. ("JWMFE, LP"). JWM Family Enterprises, Inc. is the general partner of
JWMFE, LP. Stephen Garff 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. |
(3) |
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. Stephen Garff 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. |
(4) |
Shares held in a 1974 trust for the benefit of Stephen Garff Marriott. Donna Rae Garff Marriott, Stephen Garff Marriott's
mother, and an unrelated person are trustees. |
(5) |
Shares held in two 1965 trusts for the benefit of Stephen Garff Marriott. J. Willard Marriott, Jr., Stephen Garff Marriott's
father, and Richard E. Marriott, Stephen Garff Marriott's uncle, are trustees. |
(6) |
Holders of deferred bonus stock awards do not receive dividends or exercise voting rights on their deferred bonus stock
until it is distributed to them. The recipient can designate an award as current, which is distributed in 10 annual
installments beginning one year after the award is granted, or deferred, which is distributed in a lump sum or in up to 10
installments following termination of employment. Deferred bonus stock contingently vests in ten equal annual
installments beginning one year after the Issuer makes the award. |
(7) |
Represents 922 share units, 1,050 share units and 656 share units granted on February 5, 2004, February 10, 2005 and
February 13, 2006, respectively, that vest in four equal annual installments. |
(8) |
These options vest in four equal annual installments beginning on February 6, 2004. |
(9) |
These stock appreciation rights were granted on February 13, 2006 and vest in four equal annual installments.
The exercise price shall be the difference between the grant price ($68.93 per share) and the market price at exercise
divided by the market price at exercise. |