Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Information to be included in statements filed pursuant to Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a)
Under the Securities Exchange Act of 1934
MARRIOTT VACATIONS WORLDWIDE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
57164Y107
(CUSIP Number)
Stephanie M. Loughlin
Venable LLP
600 Massachusetts Avenue, N.W.
Washington, D.C. 20001 (202) 344-4874
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 2018
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D/A
|
CUSIP No. 57164Y107 |
Page 2 of 4 Pages |
|
1 |
NAME OF REPORTING PERSON
Deborah Marriott Harrison | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) o |
| 3 |
SEC USE ONLY | |
|
4 |
SOURCE OF FUNDS
OO | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
10,475* |
|
8 |
SHARED VOTING POWER
2,046,799** |
|
|
9 |
SOLE DISPOSITIVE POWER
10,475* |
|
|
10 |
SHARED DISPOSITIVE POWER
2,046,799** |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,057,274 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%*** |
|
14
|
TYPE OF REPORTING PERSON
IN |
* Consists of 10,475 shares held directly by Deborah Marriott Harrison.
** Consists of the following: (a) 2,002,797 shares beneficially owned by JWM Family Enterprises, Inc., for which Deborah Marriott Harrison serves as a director; (b) two shares held directly by Deborah Marriott Harrison’s spouse, Ronald T. Harrison; (c) 1,302 shares held by two trusts for the benefit of Deborah Marriott Harrison’s grandchildren, for which Deborah Marriott Harrison’s spouse serves as a trustee; (d) 17,698 shares owned by three trusts for the benefit of John W. Marriott III’s children, for which Deborah Marriott Harrison serves as a trustee; and (e) 25,000 shares beneficially owned by six trusts for the benefit of the grandchildren and great-grandchildren of J.W. Marriott, Jr., for which Deborah Marriott Harrison serves as a trustee. Mrs. Harrison disclaims beneficial ownership of the foregoing shares in excess of her pecuniary interest.
*** The denominator is based on the 47,037,330 shares of common stock outstanding as of November 2, 2018, as reported on the facing page of the Form 10-Q for the quarterly period ended September 30, 2018, filed by Marriott Vacations Worldwide Corporation.
| Schedule 13D/A | Page 3 of 4 Pages |
| Marriott Vacations Worldwide Corporation |
This Amendment No. 4 on Schedule 13D/A (this “Amendment No. 4”) is being filed by Deborah Marriott Harrison (the “Reporting Person”). This Amendment No. 4 amends and to the extent inconsistent supersedes the information contained in the Schedule 13D, filed on November 30, 2011, as amended by Amendment No. 1, filed on March 13, 2013, and Amendment No. 2, filed on November 21, 2013 (collectively, the “Group 13D”), and Amendment No. 3, filed on May 25, 2016 (“Amendment No. 3”), with respect to the Reporting Person. All capitalized terms used but not defined herein have the meanings ascribed to them in Amendment No. 3. This Amendment No. 4 constitutes an exit filing for the Reporting Person.
Item 5. Interest in Securities of the Issuer
(a) See Items 11 and 13 and the footnotes thereto of the cover page to this Amendment No. 4, which are incorporated herein by reference, for the aggregate number of shares and percentage of the issued and outstanding MVWC Stock owned by the Reporting Person.
(b) See Items 7 and 9 and the footnotes thereto of the cover page to this Amendment No. 4, which are incorporated herein by reference, for the aggregate number of shares of MVWC Stock beneficially owned by the Reporting Person as to which there is sole power to vote or direct the vote or sole power to dispose or to direct the disposition of such shares of MVWC Stock.
See Items 8 and 10 and the footnotes thereto of the cover page to this Amendment No. 4, which are incorporated herein by reference, for the aggregate number of shares of MVWC Stock beneficially owned by the Reporting Person as to which there is shared power to vote or direct the vote or shared power to dispose or to direct the disposition of such shares of MVWC Stock.
To the best of the Reporting Person’s knowledge, the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared is contained in the Group 13D, as amended by each reporting person party thereto.
(c) The Reporting Person has effected the following transactions in the MVWC Stock during the past sixty days: The Reporting Person gifted 3,200 shares of MVWC stock to various family members or trusts for their benefit on December 12, 2018.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of MVWC Stock referred to in paragraphs (a) and (b) above.
(e) On November 8, 2018, the Issuer reported on the facing page of its Form 10-Q that 47,037,330 shares of MVWC Stock were outstanding as of November 2, 2018. As a result of the increase in the reported number of outstanding shares of MVWC Stock, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding MVWC Stock.
| Schedule 13D/A | Page 4 of 4 Pages |
| Marriott Vacations Worldwide Corporation |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| 1/23/19 | By: | /s/ Deborah Marriott Harrison | ||
| Date | Deborah Marriott Harrison |