Edgar Filing: Marriott Vacations Worldwide Corp

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MARRIOTT J W JR

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)	__X__ Other (specify below)
13D Group Owning More Than 10%

(Last)

(First)

(Middle)

10400 FERNWOOD ROAD

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2012

(Street)

BETHESDA, MD 20817

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	03/19/2012		S		34,875	D	$ 26.81 ⁽¹⁾	327,831.6	D
Common Stock	03/20/2012		S		6,346	D	$ 26.7 ⁽²⁾	321,485.6	D
Common Stock	03/20/2012		S		1,668	D	$ 26.62 ⁽³⁾	0	I	Sp Trustee 3
Common Stock	03/20/2012		S		835	D	$ 26.62 ⁽³⁾	833	I	Sp Trustee 4 ⁽⁴⁾
Common Stock								52,000	I	JWM-MAR 2010 GRAT ⁽⁴⁾
Common Stock								100,000	I	JWM-MAR 2011 GRAT ⁽⁴⁾
Common Stock								1,082,798	I	JWMFE, Inc. ⁽⁴⁾ ⁽⁵⁾
Common Stock								919,999	I	TPV, LP ⁽⁴⁾ ⁽⁶⁾
Common Stock								32,349	I	JWM Associates LP ⁽⁴⁾
Common Stock								28,252	I	Spouse ⁽⁴⁾
Common Stock								226,845	I	Sp Trustee 1 ⁽⁴⁾
Common Stock								1,322	I	Sp Trustee 2 ⁽⁴⁾
Common Stock								1,967	I	Sp Trustee 5 ⁽⁴⁾
Common Stock								1,967	I	Sp Trustee 6 ⁽⁴⁾
Common Stock								1,021	I	Sp Trustee 7 ⁽⁴⁾
Common Stock								50,391	I	Trustee 1 ⁽⁴⁾
Common Stock								75,080	I	Trustee 2 ⁽⁴⁾
Common Stock								43,111	I	Trustee 3 ⁽⁴⁾
Common Stock								49,555	I	Trustee 4 ⁽⁴⁾
Common Stock								80,767	I	Trustee 5 ⁽⁴⁾
Common Stock								58,752	I	Trustee 6 ⁽⁴⁾
Common Stock								66,627	I	Trustee 7 ⁽⁴⁾
Common Stock								79,582	I	Trustee 8 ⁽⁴⁾
Common Stock								1,700	I	Trustee 17 ⁽⁴⁾
Common Stock								206,488	I	Trustee 19 ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARRIOTT J W JR 10400 FERNWOOD ROAD BETHESDA, MD 20817		X		13D Group Owning More Than 10%

Signatures

/s/ Catherine Meeker, Attorney-In-Fact		03/21/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.80 to $26.93. 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.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.70 to $26.71. 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 $26.53 to $26.70. 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 reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(5)	Represents shares held by JWM Family Enterprises, L.P. JWM Family Enterprises, Inc. is the sole general partner of 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.
(6)	Represents shares held by Thomas Point Ventures, L.P., whose general partner is JWM Family Enterprises, L.P.

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