Sec Form 4 Filing - MARRIOTT INTERNATIONAL INC /MD/ @ Marriott Vacations Worldwide Corp - 2011-11-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MARRIOTT INTERNATIONAL INC /MD/ 2. Issuer Name and Ticker or Trading Symbol Marriott Vacations Worldwide Corp [ VAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10400 FERNWOOD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2011 (Street) BETHESDA, MD20817 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/20/2011 A 33,707,946.9028 A 33,708,046.9028 D Common Stock 11/21/2011 J 33,708,046.9028 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARRIOTT INTERNATIONAL INC /MD/ 10400 FERNWOOD ROAD BETHESDA, MD20817 X X Signatures /s/ Bancroft S. Gordon, Corporate Secretary 11/22/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person owned 100 shares of the common stock of Marriott Vacations Worldwide Corporation ("MVW") prior to MVW's declaration on November 20, 2011 of a paid-in-kind dividend of its common stock, par value $0.01 ("MVW Common Stock"), pursuant to which MVW issued shares of MVW Common Stock to the reporting person, MVW's sole stockholder as of such date, to enable the reporting person to effect the legal and structural separation of MVW from the reporting person by way of a dividend paid by the reporting person to the reporting person's stockholders of one share of MVW Common Stock for every ten shares of the reporting person's common stock held as of the close of business, Eastern time, on November 10, 2011 (the "Spin-Off"). The dividend paid by MVW was approved pursuant to Rule 16b-3. ( 2 )33,708,046.9028 shares of MVW Common Stock were distributed by the reporting person at 12:01 a.m., Eastern time, on November 21, 2011. As a result of the Spin-Off, the reporting person no longer beneficially owns any shares of MVW Common Stock and consequently is no longer subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), with respect to the MVW Common Stock. The reporting person is also no longer considered a director of MVW for purposes of Section 16.

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 4(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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