UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MARRIOTT INTERNATIONAL, INC.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
571903103
(CUSIP Number)
Ralph W. Hardy, Jr.
Dow Lohnes PLLC
1200 New Hampshire Avenue, N.W.
Washington, D.C. 20036 (202) 776-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 16, 2009
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Richard E. Marriott
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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NUMBER OF 7 SOLE VOTING POWER 20,430,257
SHARES --------------------------------------------------
BENEFICIALLY --------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER 27,353,913*
REPORTING --------------------------------------------------
PERSON --------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER 20,430,257
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10 SHARED DISPOSITIVE POWER 27,353,913*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,784,170*
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12 CHECK BOX IF TH E AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%**
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14 TYPE OF REPORTING PERSON IN
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* Includes the following: (a) 5,736,864 shares held by 16 trusts for the benefit
of the children of Richard E. Marriott and his brother, J.W. Marriott, Jr., for
which J.W. Marriott, Jr. and Richard E. Marriott serve as co-trustees; (b)
10,716,640 shares owned by The J. Willard and Alice S. Marriott Foundation, a
charitable foundation, for which J.W. Marriott, Jr. and Richard E. Marriott
serve as co-trustees; (c) 5,562,048 shares held by a charitable annuity trust
created by the will of J. Willard Marriott, Sr., in which J.W. Marriott, Jr. and
Richard E. Marriott have a remainder interest and for which they serve as
co-trustees; (d) 75,756 shares held by two trusts established for the benefit of
J.W. Marriott Jr., for which Richard E. Marriott serves as trustee; (e) 278,569
shares owned by Richard E. Marriott's wife (Richard E. Marriott disclaims
beneficial ownership of these shares); (f) 1,540,190 shares owned by four trusts
for the benefit of Richard E. Marriott's children, for which his wife serves as
a co-trustee; (g) 3,382,692 shares owned by First Media, L.P., a limited
partnership whose general partner is a corporation in which Richard E. Marriott
is the controlling shareholder; and (h) 61,154 shares owned by the Richard E.
and Nancy P. Marriott Foundation, in which Richard E. Marriott and his wife
serve as directors and officers.
** The denominator is based on 349,860,166 shares of Class A Common Stock
outstanding as of January 30, 2009, as stated on the facing page of the annual
report on Form 10-K for the fiscal year ended January 2, 2009 (the "Form 10-K").
This Amendment No. 1 (this "Amendment") amends the Schedule 13D filed
by Richard E. Marriott on May 26, 2006 (the "Schedule 13D") with respect to the
Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of
Marriott International, Inc., a Delaware corporation ("Marriott"), as
specifically set forth.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Mr. Marriott, J.W. Marriott, Jr. (Mr. Marriott's brother) and Stephen
G. Marriott (Mr. Marriott's nephew) serve as co-trustees of the J. Willard and
Alice S. Marriott Foundation (the "Foundation") and may be deemed to have
beneficial ownership over the shares held by the Foundation. Each has no
pecuniary interest in the shares held by the Foundation. In order to ensure
compliance with certain federal tax requirements limiting the number of shares
of voting stock that can be owned by a private foundation, the Foundation
entered into a Rule 10b5-1 Stock Trading Plan (the "Stock Trading Plan") as of
March 16, 2009 with Credit Suisse Securities (USA) LLC, a registered
broker-dealer, for the purpose of establishing a trading plan to effect sales of
shares of the Class A Common Stock in compliance with all applicable laws
including, without limitation, Section 10(b) of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder
including, without limitation, Rule 10b5-1.
Under the Stock Trading Plan, the Foundation will sell up to an
aggregate of 9,300,000 shares of Class A Common Stock potentially beginning on
May 1, 2009 through October 31, 2015. The Stock Trading Plan provides for a
minimum price each selling period, generally calendar quarters, that gradually
increases each subsequent selling period. Any shares not sold during a selling
period are rolled forward and available for sale in the subsequent period at the
new price threshold. All sales under the Stock Trading Plan will be made in
accordance with Rule 144 promulgated under the Securities Act of 1933, as
amended, including the manner of sale and volume limitations of Rule 144. A copy
of the Stock Trading Plan is incorporated as Exhibit 7.01 hereto and
incorporated herein by reference.
Other than the above-described transaction, Mr. Marriott currently has
no plans or proposals that relate to or would result in any of the events set
forth in Items 4(a) through (j). Mr. Marriott holds the securities reported
herein for investment purposes. As such, Mr. Marriott periodically reviews
Marriott's business affairs, general industry and economic conditions, and based
on such review or on other circumstances, Mr. Marriott may, from time to time,
determine to increase or decrease his ownership of Class A Common Stock.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) See Items 11 and 13 of the cover page to this Amendment, which
Items are incorporated herein by reference, for the aggregate number of shares
and percentage of Class A Common Stock owned by Mr. Marriott.
(b) See Items 7, 8, 9 and 10 of the cover page to this Amendment, which
Items are incorporated herein by reference, for the aggregate number of shares
of Class A Common Stock beneficially owned by Mr. Marriott as to which there is
sole or shared power to vote or direct the vote and sole or shared power to
dispose or to direct the disposition of such shares of Class A Common Stock.
The percentage of the Class A Common Stock set forth for Mr. Marriott
in this Item 5 was calculated based upon 349,860,166 shares of Class A Common
Stock outstanding as of January 30, 2009, as stated on the facing page of the
Form 10-K.
Except as otherwise provided in this Item 5, Mr. Marriott has the sole
power to vote or to direct the vote, and the sole power to dispose or to direct
the disposition of, the shares of Class A Common Stock deemed to be beneficially
owned by Mr. Marriott.
(c) Mr. Marriott has not effected any transactions in the Class A
Common Stock during the past 60 days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Class A Common Stock referred to in paragraphs (a) and (b) above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The descriptions of the material terms of the Stock Trading Plan set
forth in Item 4 are incorporated herein by this reference. The Reporting Persons
have also entered into a Joint Filing Agreement, dated as of May 24, 2006, filed
as Exhibit 7.01 to the Initial Schedule 13D. Except for the Stock Trading Plan,
there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Marriott and any person with respect to the
Class A Common Stock.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Exhibit 7.01 Rule 10b5-1 Stock Trading Plan, dated as of March 16, 2009,
between the J. Willard and Alice S. Marriott Foundation
and Credit Suisse Securities (USA) LLC (incorporated by reference
to Exhibit 7.03 to the Schedule 13D/A filed by J.W. Marriott, Jr.,
John W. Marriott III, Deborah Marriott Harrison,
Stephen Garff Marriott, David Sheets Marriott, JWM Family
Enterprises, Inc. and JWM Family Enterprises, L.P. on
April 21, 2009.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 21, 2009 By: /s/ Richard E. Marriott
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Richard E. Marriott