Marriott Family Amends 13D/A, Updates Ownership in Marriott International

TL;DR

**Marriott family group updated their ownership stake in Marriott International.**

AI Summary

JWM Family Enterprises, Inc., along with several members of the Marriott family, filed an amended Schedule 13D/A on January 30, 2024, indicating a change in their beneficial ownership of Marriott International, Inc. Class A Common Stock as of January 1, 2024. This filing, Amendment No. 9, updates previous disclosures regarding the collective holdings of the Marriott family group. For investors, this matters because it provides transparency into the ownership structure and any significant changes in the holdings of the founding family, which can signal their long-term commitment and influence over the company.

Why It Matters

This filing shows the updated beneficial ownership of Marriott International by its founding family, which can influence corporate governance and long-term strategic decisions.

Risk Assessment

Risk Level: low — This filing is a routine update on beneficial ownership by a long-standing insider group and does not indicate any immediate negative or positive financial risk.

Analyst Insight

Investors should note that the Marriott family continues to hold a significant stake, indicating their ongoing commitment to the company. This filing is primarily an update to their beneficial ownership, not a signal for immediate action, but it reinforces the stability of insider holdings.

Key Numbers

• 571903202 — CUSIP Number (identifies Marriott International's Class A Common Stock)
• 9 — Amendment Number (indicates this is the ninth amendment to the original Schedule 13D filing)
• 20240130 — Filing Date (the date the SC 13D/A was filed with the SEC)
• 20240101 — Date of Event (the date of the event requiring this amendment)

Key Players & Entities

• JWM Family Enterprises, Inc. (company) — the filing entity and a group member
• MARRIOTT INTERNATIONAL INC /MD/ (company) — the subject company (issuer)
• J.W. MARRIOTT, JR. (person) — a group member
• DEBORAH MARRIOTT HARRISON (person) — a group member
• CHRISTOPHER T. HARRISON (person) — a group member
• DAVID SHEETS MARRIOTT (person) — a group member
• JENNIFER R. JACKSON (person) — a group member
• JULIANA B. MARRIOTT (person) — a group member
• MICHELLE MARRIOTT DARMODY (person) — a group member
• Gabriel M. Steele (person) — authorized to receive notices for the filing person

FAQ

Key Financial Figures

• $0.01 — ssuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securiti
• $241.60 — derlying share amounts are based on the $241.60 closing price of Marriott International

Filing Documents

• tm244438d1_sc13da.htm (SC 13D/A) — 269KB
• tm244438d1_ex7-01.htm (EX-7.01) — 15KB
• 0001104659-24-008154.txt ( ) — 286KB

Security and Issuer

Item 1. Security and Issuer

of the Schedule 13D is hereby deleted in its entirety and substituted by the following

Item 1 of the Schedule 13D is hereby deleted in its entirety and substituted by the following: The class of equity securities to which this Schedule 13D relates is the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Marriott International, Inc., a Delaware corporation (“Marriott”). The principal executive offices of Marriott are located at 7750 Wisconsin Avenue, Bethesda, MD 20814.

Identity and Background

Item 2. Identity and Background

of the Schedule 13D is hereby deleted in

Item 2 of the Schedule 13D is hereby deleted in its entirety and substituted by the following: J.W. Marriott, Jr., Deborah Marriott Harrison, David Sheets Marriott, Juliana B. Marriott and the Marital Trust (collectively, the “Potential Group Members”) may be deemed to be a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, due to the provisions of the Second Amended and Restated Stockholders Agreement, effective as of September 30, 2013, as amended (the “Stockholders Agreement”), as described in Item 4. Except as expressly set forth in this Amendment No. 9, each Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by any other Reporting Person. To the best knowledge of the Reporting Persons, the name, business address and present principal occupation or employment of each Individual Reporting Person are set forth on Appendix A hereto, which is incorporated by reference herein. The Marital Trust is a trust formed under the laws of Maryland. Family L.P. is a limited partnership organized under the laws of the State of Delaware. Family L.P.’s principal business is the laws of the State of Delaware. Family Corp’s principal business is the ownership and operation of hotels. The directors and executive officers of Family Corp are set forth on Appendix A hereto. The business address of each of the Marital Trust, Family L.P. and Family Corp is 540 Gaither Road, Suite 100, Rockville, MD 20850. Schedule 13D/A Page 13 of 15 Pages Marriott International, Inc. To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons, or the directors and executive officers of Family Corp has been convicted in any criminal proceedings (excluding traffic violatio

Purpose of the Transaction

Item 4. Purpose of the Transaction The text under each heading listed below of Item 4 of the Schedule 13D is hereby supplemented and amended by the following: Second Amended and Restated Stockholders Agreement On January 1, 2024, Christopher T. Harrison replaced Deborah Marriott Harrison as an Original Voting Stockholder Nominee under the Stockholders Agreement. Family Corp Pledged Shares As of the date of this Amendment No. 9, of the shares of Class A Common Stock beneficially owned by Family Corp, 4,126,500 shares are currently pledged as collateral. Other Pledged Shares As of the date of this Amendment No. 9, of the shares of Class A Common Stock held directly by J. W. Marriott, Jr., 2,570,845 shares have been pledged as collateral. As of the date of this Amendment No. 9, of the shares of Class A Common Stock held directly by Jennifer R. Jackson, 11,661 shares have been pledged as collateral. As of the date of this Amendment No. 9, of the shares of Class A Common Stock held directly by Juliana B. Marriott, 18,126 shares have been pledged as collateral. Schedule 1

View Full Filing

View this SC 13D/A filing on SEC EDGAR