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SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MARRIOTT RICHARD E
(Last) (First) (Middle)
10400 FERNWOOD ROAD
(Street)
BETHESDA MD 20817
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Marriott Vacations Worldwide Corp [ VAC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2011
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/21/2011 G V 315,080 D $0.00 206,488 I Trustee 19(1)
Common Stock 12/21/2011 S 65,544 D $18.34(2) 276,422 I First Media LP(1)
Common Stock 12/22/2011 S 1,900 D $18.18(3) 274,522 I First Media LP(1)
Common Stock 12/22/2011 S 24,186 D $17.37(4) 250,336 I First Media LP(1)
Common Stock 729,463 D
Common Stock 91,857 I GRAT II
Common Stock 90,487 I GRAT III
Common Stock 445,701 I GRAT IV
Common Stock 500,000 I GRAT V
Common Stock 186,550 I 2011 CLAT
Common Stock 254 I 1996 Insurance Trust
Common Stock 28,326 I Spouse(1)
Common Stock 147,280 I Spouse Trustee(1)
Common Stock 50,391 I Trustee 1(1)
Common Stock 75,080 I Trustee 2(1)
Common Stock 43,111 I Trustee 3(1)
Common Stock 49,555 I Trustee 4(1)
Common Stock 80,767 I Trustee 5(1)
Common Stock 58,752 I Trustee 6(1)
Common Stock 66,627 I Trustee 7(1)
Common Stock 79,582 I Trustee 8(1)
Common Stock 1,700 I Trustee 17(1)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.34 to $18.44. The reporting person undertakes to provide to Marriott Vacations Worldwide Corporation, any security holder of Marriott Vacations Worldwide Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.50. The reporting person undertakes to provide to Marriott Vacations Worldwide Corporation, any security holder of Marriott Vacations Worldwide Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.05 to $17.99. The reporting person undertakes to provide to Marriott Vacations Worldwide Corporation, any security holder of Marriott Vacations Worldwide Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
Remarks:
/s/ Catherine Meeker, Attorney-In-Fact 12/23/2011
** 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 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).
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

Know all men by these presents, that the undersigned hereby constitutes and
appoints each of James H Hunter, IV, and his successor as General Counsel of
Marriott Vacations Worldwide Corporation (the "Company"), Catherine Meeker and
her successor as the Company's Assistant General Counsel for Corporate Affairs &
Finance, Michael W. Andrew, Jr. and his successor as the Company's Deputy
General Counsel for Global Timeshare Operations & Government Affairs, and Sean
J. Roberts and his successor as the Company's Vice President & Senior Counsel
for Acquisitions, Development and Project Finance the undersigned's true and
lawful attorney-in-fact to:

(1)  execute for and on behalf of the undersigned, in the undersigned's capacity
as a deemed 10% stockholder of the Company, Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)  do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to execute any such Form 3, 4 or 5 and timely file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3)  take any and all other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact, acting
individually, full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company's Secretary.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of November, 2011.



Signature: /s/ Richard E. Marriott
  	        Richard E. Marriott