09/17/2025 | Press release | Distributed by Public on 09/17/2025 16:48
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Asmar Christian 450 WEST 14TH STREET, 12TH FLOOR NEW YORK CITY, NY 10014 |
X | X | ||
Impactive Capital LP 450 WEST 14TH STREET, 12TH FLOOR NEW YORK CITY, NY 10014 |
X | X | ||
Impactive Capital LLC 450 WEST 14TH STREET, 12TH FLOOR NEW YORK CITY, NY 10014 |
X | X | ||
Wolfe Lauren Taylor 450 WEST 14TH STREET, 12TH FLOOR NEW YORK CITY, NY 10014 |
X | X |
/s/ Christian Asmar | 09/17/2025 | |
**Signature of Reporting Person | Date | |
IMPACTIVE CAPITAL LP, By: Impactive Capital LLC, its general partner, By: /s/ Lauren Taylor Wolfe, Managing Member | 09/17/2025 | |
**Signature of Reporting Person | Date | |
IMPACTIVE CAPITAL LLC, By: /s/ Lauren Taylor Wolfe, Managing Member | 09/17/2025 | |
**Signature of Reporting Person | Date | |
/s/ Lauren Taylor Wolfe | 09/17/2025 | |
**Signature of Reporting Person | Date |
* | 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) | This Form 4 is filed jointly by Impactive Capital LP ("Impactive Capital"), Impactive Capital LLC ("Impactive GP"), Christian Asmar and Lauren Taylor Wolfe (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of her, his or its pecuniary interest therein. |
(2) | The securities of Marriott Vacations Worldwide Corporation (the "Issuer") reported herein are held directly by certain funds and/or accounts (the "Impactive Funds"). Pursuant to an Investment Management Agreement, the Impactive Funds have delegated all voting and investment power over the securities directly held by the Impactive Funds and their general partners to Impactive Capital, which serves as the investment manager of the Impactive Funds. Impactive GP, as the general partner of Impactive Capital, and each of Mr. Asmar and Ms. Taylor Wolfe, as Managing Members of Impactive GP, may be deemed to exercise voting and investment power over such securities. The Impactive Funds specifically disclaim beneficial ownership of such securities by virtue of their inability to vote or dispose of such securities as a result of such delegation to Impactive Capital. |
(3) | Shares issued under the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan pursuant to the deferral by Mr. Asmar of fees payable for service as a member of the Board of Directors of the Issuer (the "Board"). Fully vested at the date of grant and payable in common stock as specified by Mr. Asmar at the time of the deferral election. |
(4) | Because Mr. Asmar serves on the Board as a representative of Impactive Capital and its affiliates, Impactive Capital is entitled to receive the direct economic interest in securities granted to Mr. Asmar by the Issuer in respect of Mr. Asmar's Board position. Mr. Asmar disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Asmar had any economic interest in such securities except any indirect economic interest through Impactive Capital and its affiliates. |
Remarks: Christian Asmar, Managing Member of Impactive Capital LLC, the general partner of Impactive Capital LP, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. |