false0001524358 0001524358 2019-12-27 2019-12-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 2, 2020 (December 27, 2019)

_________________________

Marriott Vacations Worldwide Corporation

(Exact name of registrant as specified in its charter)

 _________________________

Delaware		001-35219		45-2598330
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

	6649 Westwood Blvd.	Orlando	FL		32821
(Address of principal executive offices)					(Zip Code)

Registrant’s telephone number, including area code (407) 206-6000

N/A

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	VAC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

1

---

Item 3.02 Unregistered Sales of Equity Securities.

On December 27, 2019, as part of an internal restructuring to further integrate ILG, Inc. following its acquisition in September 2018, Marriott Vacations Worldwide Corporation (the “Company”) issued 16,929,124 shares of its common stock to Marriott Ownership Resorts, Inc., a wholly owned subsidiary of the Company and 16,367,491 shares of its common stock to MVW US Holdings LLC, a wholly owned subsidiary of the Company. In connection with this internal restructuring, these shares were subsequently canceled on December 31, 2019.

In connection with the issuance, the Company relied on Section 4(2) of the Securities Act of 1933, as amended, to exempt the issuance of the shares from registration. No advertising or general solicitation was employed in offering the securities and the securities were issued to a wholly-owned subsidiary.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being filed herewith: 

Exhibit Number		Description
101		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
104		The cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101)

1

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	MARRIOTT VACATIONS WORLDWIDE CORPORATION
	(Registrant)
Dated: January 2, 2020	By:	/s/ John E. Geller, Jr.
	Name:	John E. Geller, Jr.
	Title:	Executive Vice President and Chief Financial and Administrative Officer

2