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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
MARBERT JEANETTE E
(Last) (First) (Middle)
C/O MARRIOTT VACATIONS WORLDWIDE
6649 WESTWOOD BLVD
(Street)
ORLANDO FL 32821
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2018 		3. Issuer Name and Ticker or Trading Symbol
MARRIOTT VACATIONS WORLDWIDE Corp [ VAC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Exchange & Rental
 5. If Amendment, Date of Original Filed (Month/Day/Year)
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)
Common Stock 72,870(1) D
Restricted Stock Unit 983(2)(3) D
Restricted Stock Unit 3,399(4) D
Restricted Stock Unit 6,129(5) D
Restricted Stock Unit 2,299(6) D
Restricted Stock Unit 2,314(7) D
Restricted Stock Unit 2,265(8)(9) D
Restricted Stock Unit 6,129(10) D
Restricted Stock Unit 3,430(11) D
Restricted Stock Unit 2,314(12) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares of common stock, $0.01 par value per share ("Marriott Common Stock"), of Marriott Vacations Worldwide Corporation (the "Company") received as merger consideration (defined below) in exchange for 441,640 shares of common stock, $0.01 par value per share ("ILG Common Stock"), of ILG, Inc. ("ILG"), in connection with the acquisition of ILG by the Company (the "merger"), pursuant to the Agreement and Plan of Merger, dated as of April 30, 2018, by and among the Company, ILG, Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc., and Volt Merger Sub LLC (the "merger agreement"). As of the effective time of the merger on September 1, 2018 (the "Effective Time"), each share of ILG Common Stock automatically converted into the right to receive 0.165 shares of Marriott Common Stock and $14.75 in cash, along with cash in lieu of any fractional share (the "merger consideration").
2. Represents restricted stock units of the Company received in exchange for 5,955 restricted stock units of ILG. Pursuant to the merger agreement, at the Effective Time, each ILG restricted stock unit award that was subject to time-based vesting ("RSU") was converted into the right to receive (i) a Company RSU award with generally the same terms and conditions (including vesting conditions) as were applicable to the ILG RSU award prior to conversion, and (ii) a cash-based award (which is subject to the same vesting conditions applicable to the ILG RSU award prior to conversion). applicable. Vests on February 24, 2019.
3. (Continued from footnote 2) The number of shares of Marriott Common Stock subject to each converted RSU award was determined by multiplying the number of shares of ILG Common Stock subject to the original ILG RSU award by 0.165, rounded up or down to the nearest whole share as applicable. Vests on February 24, 2019.
4. Represents Company RSUs received in exchange for 20,597 ILG RSUs. Vests in equal installments on February 23, 2019 and 2020.
5. Represents Company RSUs received in exchange for 37,144 ILG RSUs. Vests on May 12, 2019.
6. Represents Company RSUs received in exchange for 13,932 ILG RSUs. Vests in equal installments on February 14, 2019 and 2020.
7. Represents Company RSUs received in exchange for 14,025 ILG RSUs. Vests in equal installments on February 20 of 2019, 2020 and 2021.
8. Represents Company RSUs received in exchange for 13,728 restricted stock units of ILG that were subject to performance-based vesting ("PSU"). Pursuant to the merger agreement, at the Effective Time, Each ILG PSU award was converted into the right to receive (i) a Company RSU award, with generally the same terms and conditions (including time-vesting conditions, but excluding performance goals) that applied to the ILG PSU award prior to conversion, and (ii) a cash-based award with generally the same terms and conditions (including time-vesting conditions, but excluding performance goals) that applied to the ILG PSU award before conversion.
9. (Continued from footnote 8) The number of shares of Marriott Common Stock subject to each such Company RSU award was determined by multiplying the number of shares of ILG Common Stock subject to the original ILG PSU award that each holder would be eligible to receive based on deemed achievement of performance at target level immediately prior to the merger by the equity 0.165, rounded up or down to the nearest whole share as applicable. Vests on February 23, 2019.
10. Represents Company RSUs received in exchange for 37,143 ILG PSUs. Vests on May 12, 2019.
11. Represents Company RSUs received in exchange for 20,790 ILG PSUs. Vests on February 14, 2020.
12. Represents Company RSUs received in exchange for 14,024 ILG PSUs. Vests on February 20, 2021.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Suzanne Liotta, Attorney-in-Fact 09/06/2018
** Signature of Reporting Person Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                August 27, 2018

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints James H Hunter, IV and his successor as General Counsel of Marriott
Vacations Worldwide Corporation, a Delaware corporation (the "Company"), Suzanne
Liotta and her successor as the Company's Vice President & Senior Counsel, and
Sean J. Roberts and his successor as the Company's Vice President & Senior
Counsel, signing singly, as the undersigned's true and lawful attorney-in-fact,
with full power and authority as hereinafter described on behalf of and in the
name, place and stead of the undersigned to:

(1)   prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
      (including any amendments thereto) with respect to the securities of the
      Company with the U.S. Securities and Exchange Commission, any national
      securities exchanges and the Company, as considered necessary or advisable
      under Section 16(a) of the Securities Exchange Act of 1934 and the rules
      and regulations promulgated thereunder, as amended from time to time (the
      "Exchange Act");

(2)   seek or obtain, as the undersigned's representative and on the
      undersigned's behalf, information of transactions in the Company's
      securities from any third-party, including brokers, employee benefit plan
      administrators and trustees, and the undersigned hereby authorizes any
      such person to release any such information to the undersigned and
      approves and ratifies any such release of information; and

(3)   perform any and all other acts which in the discretion of such attorney-
      in-fact is necessary or desirable for and on behalf of the undersigned in
      connection with the foregoing.

The undersigned acknowledges that:

(1)   this Power of Attorney authorizes, but does not require, such attorney-in-
      fact to act in his or her discretion on information provided to such
      attorney-in-fact without independent verification of such information;

(2)   any documents prepared and/or executed by such attorney-in-fact on behalf
      of the undersigned pursuant to this Power of Attorney will be in such form
      and will contain such information and disclosure as such attorney-in-fact,
      in his or her discretion, deems necessary or desirable;

(3)   neither the Company nor such attorney-in-fact assumes (i) any liability
      for the undersigned's responsibility to comply with the requirement of the
      Exchange Act, (ii) any liability of the undersigned for any failure to
      comply with such requirements, or (iii) any obligation or liability of the
      undersigned for profit disgorgement under Section 16(b) of the Exchange
      Act; and

(4)   this Power of Attorney does not relieve the undersigned from
      responsibility for compliance with the undersigned's obligations under the
      Exchange Act, including without limitation the reporting requirements
      under Section 16 of the Exchange Act.

      The undersigned hereby gives and grants the foregoing attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that such attorney-in-fact of, for
and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Power of Attorney.

      This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to such attorney-in-fact.


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                        /s/Jeanette E. Marbert
                                        ------------------------------
                                        Jeanette E. Marbert