SEC Filing | Marriott Vacations Worldwide

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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

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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^*

Harrison Deborah Marriott

(Last)

(First)

(Middle)

6649 WESTWOOD BLVD.

(Street)

ORLANDO

32821

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
13D Group Owning More Than 10%

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								6,837⁽¹⁾	D
Common Stock								38,500⁽¹⁾	I	By 2011 GRAT⁽²⁾
Common Stock								80,767⁽¹⁾	I	By 1965 Trusts⁽²⁾
Common Stock								69,586⁽¹⁾	I	By 1974 Trusts⁽²⁾
Common Stock								8,920⁽¹⁾	I	By Spouse⁽²⁾
Common Stock								1,082,798⁽¹⁾	I	By JWMFE Inc.⁽²⁾⁽³⁾
Common Stock								919,999⁽¹⁾	I	By TVP, LP⁽²⁾⁽⁴⁾
Common Stock								1,917⁽¹⁾	I	By Trustee 2
Common Stock								898⁽¹⁾	I	By Trustee 4
Common Stock								8,762⁽¹⁾	I	By Trustee 5
Common Stock								6,197⁽¹⁾	I	By Trustee 6
Common Stock								6,791⁽¹⁾	I	By Trustee 7
Common Stock								6,558⁽¹⁾	I	By Trustee 8
Common Stock								5,873⁽¹⁾	I	By Trustee 9
Common Stock								361⁽¹⁾	I	By Trustee 10
Common Stock								141⁽¹⁾	I	By Trustee 11
Restricted Stock Units								49.3⁽¹⁾⁽⁵⁾	D
Restricted Stock Units								127.6⁽¹⁾⁽⁵⁾	D
Restricted Stock Units								278.1⁽¹⁾⁽⁵⁾	D
Restricted Stock Units								245.2⁽¹⁾⁽⁵⁾	D
Deferred Bonus Stock								9.7⁽¹⁾⁽⁶⁾	I	By Spouse
Deferred Bonus Stock								10.8⁽¹⁾⁽⁶⁾	I	By Spouse
Restricted Stock Units								100⁽¹⁾⁽⁷⁾	I	By Spouse
Restricted Stock Units								150.4⁽¹⁾⁽⁵⁾	I	By Spouse
Restricted Stock Units								208.5⁽¹⁾⁽⁵⁾	I	By Spouse
Restricted Stock Units								367.6⁽¹⁾⁽⁵⁾	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	⁽⁸⁾							⁽⁵⁾	02/19/2018	Common Stock	1,283		1,283⁽¹⁾	I	By Spouse
Stock Appreciation Right	⁽⁸⁾							⁽⁵⁾	08/07/2018	Common Stock	795		795⁽¹⁾	I	By Spouse
Stock Appreciation Right	⁽⁸⁾							⁽⁵⁾	02/16/2020	Common Stock	726		726⁽¹⁾	I	By Spouse
Stock Appreciation Right	⁽⁸⁾							⁽⁵⁾	02/17/2021	Common Stock	951		951⁽¹⁾	I	By Spouse
Stock Option (Right to Buy)	⁽⁸⁾							⁽⁹⁾	11/06/2012	Common Stock	462		462⁽¹⁾	I	By Spouse
Stock Option (Right to Buy)	⁽⁸⁾							⁽⁹⁾	11/06/2012	Common Stock	462		462⁽¹⁾	I	By Spouse
Stock Option (Right to Buy)	⁽⁸⁾							⁽⁹⁾	11/05/2013	Common Stock	1,200		1,200⁽¹⁾	I	By Spouse
Stock Option (Right to Buy)	⁽⁸⁾							⁽⁹⁾	11/04/2014	Common Stock	1,000		1,000⁽¹⁾	I	By Spouse

Explanation of Responses:

1. This Form 4 is being filed voluntarily to report the reporting person's holdings of the issuer's securities following the legal and structural separation of the issuer from Marriott International, Inc. (the "Spin-Off"). All holdings were acquired in the Spin-Off as a result of holdings of Marriott International, Inc. in transactions that are exempt pursuant to Rule 16a-9 and that were approved by the issuer's Board of Directors.

2. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

3. Represents shares held by JWM Family Enterprises, L.P. JWM Marriott Enterprises, Inc. is the sole general partner of the JWM Family Enterprises, L.P. J.W. Marriott, Jr., John W. Marriott, III, Deborah Marriott Harrison, Stephen Garff Marriott and David Sheets Marriott are each shareholders of JWM Family Enterprises, Inc.

4. Represents shares held by Thomas Point Ventures, L.P., whose general partner is JWM Family Enterprises, L.P.

5. Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the antidilution provisions of an award granted to either the reporting person or her spouse under the Marriott International, Inc. Stock and Cash Incentive Plan, which award has substantially the same terms as the Marriott International, Inc. award to which it relates (other than with respect to the exercise price, if applicable, and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the Spin-Off) and vests in four equal installments over the four-year period following the date such Marriott International, Inc. award was initially granted.

6. Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the antidilution provisions of an award granted to the reporting person's spouse under the Marriott International, Inc. Stock and Cash Incentive Plan, which award has substantially the same terms as the Marriott International, Inc. award to which it relates (other than with respect to the exercise price, if applicable, and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the Spin-Off) and vests pro rata following the date such Marriott International, Inc. award was initially granted until the reporting person reaches the age of sixty-five.

7. Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the antidilution provisions of an award granted to the reporting person's spouse under the Marriott International, Inc. Stock and Cash Incentive Plan, which award has substantially the same terms as the Marriott International, Inc. award to which it relates (other than with respect to the exercise price, if applicable, and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the Spin-Off) and vests in five equal installments over the five-year period following the date such Marriott International, Inc. award was initially granted.

8. The adjusted exercise price has not been determined as of the date of this filing.

9. Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the antidilution provisions of an award granted to the reporting person's spouse under the Marriott International, Inc. Stock and Cash Incentive Plan, which award has substantially the same terms as the Marriott International, Inc. award to which it relates (other than with respect to the exercise price, if applicable, and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the Spin-Off) and is fully vested based on service prior to the Spin-Off.

Remarks:

	/s/ Catherine Meeker, Attorney-In-Fact	11/30/2011
	** 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.
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