13G Filing: Soroban Capital Partners and Marriott International Inc (MAR)

Item 3.

If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

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Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

Soroban Capital GP LLC – 20,679,093

Soroban Capital Partners LP – 20,679,093

Soroban Capital Partners GP LLC – 20,679,093

Eric W. Mandelblatt – 20,679,093

(b)

Percent of class:

Soroban Capital GP LLC – 5.4%

Soroban Capital Partners LP – 5.4%

Soroban Capital Partners GP LLC – 5.4%

Eric W. Mandelblatt – 5.4%