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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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) 12/21/2011 (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) Code V Amount (A) or (D) Price Common Stock 12/21/2011   G V 315,080 D $ 0 206,488 I Trustee 19 (1) Common Stock 12/22/2011   M   100 A $ 10.82 288,407 D   Common Stock 12/22/2011   S   100 D $ 18.25 288,307 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)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 10.82

12/22/2011

M

100

(4)

02/19/2012

Common Stock

100

$ 0

79,900

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	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		12/23/2011
**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 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 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.
(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 is fully vested based on service prior to the Spin-Off.

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