SEC Form 4 · accession 0001209191-17-015583

MARRIOTT VACATIONS WORLDWIDE Corp · VAC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

J W Marriott Jr.

10% Owner

Period of report

Feb 27, 2017

Accepted (ET)

Mar 1, 2017 · 9:00 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001524358

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Feb 27, 2017	M	11,887	$20.41	A	11,887	D
Common Stock	Feb 27, 2017	F	4,567	$98.39	D	7,320	D
Common Stock^F1	Feb 27, 2017	S	5,420	$96.87	D	1,900	D
Common Stock^F2	Feb 27, 2017	S	1,900	$97.71	D	0	D
Common Stock	holding	—	—		—	79,443	I	JWM JR Lifetime Trust
Common Stock^F3	holding	—	—		—	28,576	I	DGM Lifetime Trust
Common Stock^F3	holding	—	—		—	171,019	I	Sp Trustee 1
Common Stock^F3,F4	holding	—	—		—	2,002,797	I	JWMFE
Common Stock^F3	holding	—	—		—	1,967	I	Sp Trustee 5
Common Stock^F3	holding	—	—		—	1,967	I	Sp Trustee 6
Common Stock^F3	holding	—	—		—	1,021	I	Sp Trustee 7
Common Stock^F3	holding	—	—		—	25,000	I	Sp Trustee 11
Common Stock^F3	holding	—	—		—	50,391	I	Trustee 1
Common Stock^F3	holding	—	—		—	49,555	I	Trustee 4
Common Stock^F3	holding	—	—		—	45,767	I	Trustee 5
Common Stock^F3	holding	—	—		—	66,627	I	Trustee 7
Common Stock^F3	holding	—	—		—	54,582	I	Trustee 8

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Appreciation Right^F5	$20.41	Feb 27, 2017	M	15,000	D	—	Feb 19, 2018	Common Stock	15,000	29,730	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.49 to $97.48. 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 with such range.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.51 to $98.19. 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 with such range.
F3The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F4Consists of 919,999 shares held by Thomas Point Ventures, L.P., whose sole general partner is JWM Family Enterprises, L.P, 290,402 shares held by Terrapin Limited Holdings, LLC, whose sole member is JWM Family Enterprises, L.P., 744,896 shares held by JWM Family Enterprises, L.P., and 47,500 shares held by Anchorage Partners, L.P., whose sole general partner is JWM Family Enterprises, L.P. JWM Family Enterprises, Inc. is the sole general partner of JWM Enterprises, L.P. J.W. Marriott, Jr. is a director of JWM Family Enterprises, Inc.
F5Issued 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 is fully vested based on service prior to the Spin-Off.