SEC Filing | Marriott Vacations Worldwide

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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^*

MARRIOTT J W JR

(Last)

(First)

(Middle)

10400 FERNWOOD ROAD

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2011

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

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	288,307	D
Common Stock	52,000	I	JWM-MAR 2010 GRAT⁽¹⁾
Common Stock	100,000	I	JWM-MAR 2011 GRAT⁽¹⁾
Common Stock	1,082,798	I	JWMFE, Inc.⁽¹⁾⁽²⁾
Common Stock	919,999	I	TPV, LP⁽¹⁾⁽³⁾
Common Stock	32,349	I	JWM Associates LP⁽¹⁾
Common Stock	28,252	I	Spouse⁽¹⁾
Common Stock	226,845	I	Sp Trustee 1⁽¹⁾
Common Stock	1,322	I	Sp Trustee 2⁽¹⁾
Common Stock	1,668	I	Sp Trustee 3⁽¹⁾
Common Stock	1,668	I	Sp Trustee 4⁽¹⁾
Common Stock	1,967	I	Sp Trustee 5⁽¹⁾
Common Stock	1,967	I	Sp Trustee 6⁽¹⁾
Common Stock	1,021	I	Sp Trustee 7⁽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⁾
Common Stock	521,568	I	Trustee 19⁽¹⁾
Restricted Stock Units	7,989.3	D⁽⁴⁾
Restricted Stock Units	7,346	D⁽⁴⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Appreciation Rights	⁽⁴⁾	02/19/2018	Common Stock	44,730	⁽⁶⁾	D
Stock Appreciation Rights	⁽⁴⁾	02/16/2020	Common Stock	27,858	⁽⁶⁾	D
Stock Appreciation Rights	⁽⁴⁾	02/17/2021	Common Stock	19,023	⁽⁶⁾	D
Stock Options	⁽⁵⁾	11/06/2012	Common Stock	13,760	⁽⁶⁾	D
Stock Options	⁽⁵⁾	11/06/2012	Common Stock	13,760	⁽⁶⁾	D
Stock Options	⁽⁵⁾	11/05/2013	Common Stock	38,400	⁽⁶⁾	D
Stock Options	⁽⁵⁾	11/04/2014	Common Stock	60,000	⁽⁶⁾	D
Stock Options	⁽⁵⁾	02/19/2012	Common Stock	80,000	⁽⁶⁾	D
Stock Options	⁽⁵⁾	02/06/2013	Common Stock	113,000	⁽⁶⁾	D
Stock Options	⁽⁵⁾	02/05/2014	Common Stock	65,880	⁽⁶⁾	D
Stock Options	⁽⁵⁾	02/10/2015	Common Stock	24,600	⁽⁶⁾	D

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. 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.

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

4. Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the anti-dilution provisions of an award granted to the reporting person 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 and the number and type of shares covered thereby, which were adjusted based on the distribution ratio in the legal and structural separation of the issuer from Marriott International, Inc. (the "Spin-Off")) and vest in four equal installments over the four-year period following the date such Marriott International, Inc. award was initially granted.

5. Issued under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan pursuant to the anti-dilution provisions of an award granted to the reporting person 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 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.

6. The adjusted exercise prices have not been determined as of the date of this filing.

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 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.

Unassociated Document

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 30th day of November, 2011.

Signature:	/s/ J. W. Marriott, Jr.
	J. W. Marriott, Jr.