Approximate date of commencement of proposed exchange offer:sale to the public: As soon as practicable after the effective date of this registration statement becomes effective.Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or a small reportingan emerging growth company. See the definitiondefinitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company,” and "small reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer)  o☐

Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer)  o☐

CALCULATION OF REGISTRATION FEE

(1)

The registration fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933.

(2)

Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees of the notes being registered.

The RegistrantRegistrants hereby amendsamend this Registration Statement on such date or dates as may be necessary to delay its effective date until the RegistrantRegistrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until thethis Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS
REGISTRANT GUARANTORS

The following subsidiaries of Marriott Vacations Worldwide Corporation will guarantee the Notes issued hereunder and are additional Registrant Guarantors under this registration statement. The address, including zip code, and telephone number, including area code, for each of the additional Registrant Guarantors is c/o Marriott Vacations Worldwide Corporation, 6649 Westwood Blvd., Orlando, FL 32821, (407)206-6000.

Table of Contents

TABLE OF CONTENTS

i

INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION

Table of Contents

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. The exchange offer is not being made to, and we will not accept tenders for exchange from, holders of the restricted notes in any jurisdiction in which the exchange offer or the acceptance of the offers would not be in compliance with the securities or blue sky laws of that jurisdiction. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus or the date indicated within the relevant document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of the notes. Our business, financial condition, results of operations and prospects may have changed since then.

        Unless otherwise indicated in this prospectus or the context otherwise requires:

•

the terms "ILG," "Company," "we," "us" and "our" refer to Interval Leisure Group, Inc., and its consolidated subsidiaries;



•

all references to "Interval Acquisition Corp" or the "Issuer" refer to Interval Acquisition Corp.,Marriott Vacations Worldwide Corporation, a wholly-owned subsidiary of ILG and Issuer of the notes and not to any of its subsidiaries;



•

all references to the "guarantors" refer to ILGDelaware corporation and the domestic subsidiariesindirect parent of the Issuer, that are required to guarantee the notes;files annual, quarterly and



•

"old notes" refers to the $350 million in aggregate principal amount of Interval Acquisition Corp.'s 5.625% Senior Notes due 2023 special reports and the "new notes" refers to the $350 million in aggregate principal amount of Interval Acquisition Corp.'s 5.625% Senior Notes due 2023 offered hereby, which have been registered under the Securities Act of 1933, as amended.

AVAILABLE INFORMATION

        In connection with the exchange offer, the Issuer and the guarantors have filedother information with the Securities and Exchange Commission or(the “SEC”). We are incorporating by reference certain information of the Parent Guarantor filed with the SEC, a registration statement on Form S-4 under the Securities Act of 1933, as amended, or the Securities Act. This prospectus constitutes awhich means that we disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the registration statement. As permitted under SEC rules,will automatically update and supersede this information. Specifically, we incorporate by reference the prospectus does not include alldocuments listed below and any future filings of the information contained inParent Guarantor made with the registration statement. We refer you to the registration statement, including all amendments, supplements, schedules and exhibits thereto, for further information about us and the new notes. References in this prospectus to any of our contractsSEC under Section 13 or other documents are not necessarily complete. If we have filed any documents as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of that document.

        We are currently subject to the periodic reporting and other informational requirements15(d) of the Securities Exchange Act of 1934, as amended or(the “Exchange Act”), prior to the termination of the Exchange Act.Offer, in each case excluding any information furnished but not filed:

The information in the above filings speaks only as of the respective dates thereof or, where applicable, the dates identified therein. These SEC filings are available to the public at the SEC’s website at www.sec.gov. In addition, our filings with the indenture governingSEC, including our annual reports on Form10-K, quarterly reports on Form10-Q, current reports on Form8-K and amendments to those reports, are available free of charge on our website (http://ir.marriottvacationsworldwide.com) as soon as reasonably practicable after they are filed with, or furnished to, the new notes requiresSEC. Our website and the information contained on that we file reportssite, or connected to that site, are not incorporated into and otherare not a part of this prospectus. You may also obtain a copy of these filings at no cost by writing or telephoning us at the following address:

Corporate Secretary

Marriott Vacations Worldwide Corporation

6649 Westwood Blvd.

Orlando, FL 32821

Attention: Investor Relations

Telephone: (407)206-6000

In order to ensure timely delivery, Holders must request the information called for by rulesfrom us no later than five business days prior to the expiration date.

In reliance on Rule12h-5 under the Exchange Act, the Issuer does not intend to file annual reports, quarterly reports, current reports or transition reports with the SEC. For so long as the Issuer relies on Rule12h-5, certain financial information pertaining to the Issuer will be included in the financial statements of MVW filed with the SEC and furnish informationpursuant to the trusteeExchange Act.

WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ABOUT THE OFFERING THAT IS DIFFERENT FROM, OR IN ADDITION TO, THAT CONTAINED IN THIS PROSPECTUS OR IN ANY OF THE MATERIALS THAT ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THEREFORE, IF ANYONE DOES GIVE YOU INFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU ARE IN A JURISDICTION WHERE OFFERS TO EXCHANGE OR SELL, OR SOLICITATIONS OF OFFERS TO EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS ARE UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE TYPES OF ACTIVITIES, THEN THE OFFER PRESENTED IN THIS PROSPECTUS DOES NOT EXTEND TO YOU.

ii

YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS OR THE DATE OF SUCH INCORPORATED DOCUMENT AND THE MAILING OF THIS PROSPECTUS SHALL NOT CREATE AN IMPLICATION TO THE CONTRARY.

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements throughout this prospectus and holdersin the documents incorporated by reference herein, including in, among others, the sections entitled “Risk Factors” in this prospectus and in our annual and quarterly reports incorporated by reference herein and in the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among other things, the notes. See "Descriptioninformation concerning our possible or assumed future results of Notes—Certain Covenants—Reports."operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You may read and copyshould not put undue reliance on any materials we file withforward-looking statements in this prospectus or in the SEC atdocuments incorporated by reference herein. We do not have any intention or obligation to update forward-looking statements after the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site athttp://www.sec.gov that contains reports, proxy and information statements, and other information regarding Issuers that file electronically with the SEC.

        The SEC allows us to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a partdate of this prospectus, except for any information that is supersededas required by information included directlylaw.

The risk factors discussed in “Risk Factors” in this prospectus and in the documents incorporated by reference herein could cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows. Any such risks could cause our results to differ materially from those we express in forward-looking statements.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Reporting Cycle

Beginning with our 2017 fiscal year, we changed our financial reporting cycle to a calendaryear-end andend-of-month quarterly reporting cycle. Accordingly, our 2017 fiscal year began on December 31, 2016 (the day after the end of the 2016 fiscal year) and ended on December 31, 2017. Our 2018, 2019 and 2020 fiscal years began, and future fiscal years will begin, on January 1 and end on December 31. Prior to the 2017 fiscal year, our fiscal year was a 52 or53-week fiscal year that ended on the Friday nearest to December 31, and our quarterly reporting cycle included twelve-week periods for the first, second and third quarters and a16-week period (or in some cases, a17-week period) for the fourth quarter. As a result of the change in our financial reporting cycle, our 2017 fiscal year had two more days of activity than each of its 2016 and 2015 fiscal years. We have not restated, and do not plan to restate, our historical results included or incorporated by reference subsequent to the dateherein as a result of such change.

New Revenue Standard

We adopted Financial Accounting Standards Board Accounting Standards Update2014-09,Revenue from Contracts with Customers (Topic 606), as amended (“ASC 606”), effective January 1, 2018, on a retrospective basis. The selected historical financial data as of and for each of the applicable filing.

ii

consolidated financial statements included in our Current Report on February 26, 2016 as amended by Form 10-K/A8-K filed with the SEC on March 9, 2016;

        To the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibitJune 5, 2018, which is specifically not incorporated by reference.reference in this prospectus.

        In addition, we incorporate by reference any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectusTRADEMARKS

All brand names, trademarks, service marks and before the Expiration Date (excluding any current reports on Form 8-K to the extent disclosure is furnished and not filed). Further, all filings we make pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into the prospectus. Those documents are considered to be a part of this prospectus, effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest filed document replaces the information in the previously filed document.

This information is available without charge to holders of the old notes upon written or oral request to:

Interval Leisure Group, Inc.
Attn: Lily Arteaga
6262 Sunset Drive
Miami, Florida 33143
Telephone number (305) 666-1861
Email: investorrelations@iilg.com

To obtain timely delivery, note holders must request the information no later than five business days before the expiration date. The expiration date is                 , 2016.

iii

Table of Contents

FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference into this prospectus contain certain statements which may constitute "forward-looking statements". Statements that are not historical fact are forward looking-statements. The use of words such as "anticipates," "estimates," "expects," "intends," "plans," "potential," "continue," and "believes," and similar expressions or future or conditional verbs such as "will," "should," "would," "may," "might," and "could" among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

        Actual results could differ materially from those contained in the forward-looking statements includedtrade names cited in this prospectus are the property of their respective owners, including those of other companies and organizations. Solely for a variety of reasons, including, among others:

•

convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the^® or TM symbols. However, such references are not intended to indicate in any way that MVW or the occurrence of any event, change or other circumstances that could give riseowner, as applicable, will not assert, to the terminationfullest extent under applicable law, all rights to such brand names, trademarks, trade names and service marks. Brand names, trademarks, service marks and trade names that we own or license from Marriott International, Inc. (“Marriott International”) or its affiliates include Marriott Vacation Club^®, Marriott Vacation Club Destinations^™, Marriott Vacation Club Pulse^SM, Marriott Grand Residence Club^®, Grand Residences by Marriott^®, The Ritz-Carlton Destination Club^®, Westin^®, Sheraton^® and, to a limited extent, St. Regis^®and The Luxury Collection. Marriott International’s affiliates include Starwood Hotels and Resorts Worldwide, Inc. (“Starwood”) and The Ritz-Carlton Hotel Company, L.L.C. (“The Ritz-Carlton Hotel Company”). We also refer to Marriott International’s Marriott Bonvoy^® customer loyalty program, which replaced the Marriott Rewards^®, Starwood Preferred Guest^® or SPG^®, and The Ritz-Carlton Rewards^® customer loyalty programs, as “Marriott Bonvoy.” We refer to our group of businesses using the merger agreement to acquire Vistana as described below;



•

the risk that ILG stockholders may not approve the issuance of ILG common stock in connection with the proposed merger;



•

the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated;



•

risks that any of the closing conditions to the proposed merger, including Starwood's spin-off of Vistana, may not be satisfied in a timely manner;



•

risks related to disruption of management time from ongoing business operations due to the proposed merger;



•

failure to realize the benefits expected from the proposed merger;



•

the effect of the announcement of the proposed merger on the ability of ILG and Vistana to retain and hire key personnel and maintain relationships with their key business partners, and on their operating results and businesses generally;



•

adverse trends in economic conditions generally orHyatt^® brand in the vacation ownership vacation rental and travel industries, or adverse events or trends in key vacation destinations;



•

adverse changesbusiness pursuant to or interruptions in, relationships with third parties;



•

lack of available financing for, or insolvency or consolidation of developers;



•

decreased demand from prospective purchasers of vacation interests;



•

travel related health concerns;



•

changes in our senior management;



•

regulatory changes;



•

our ability to compete effectively and successfully and to add new products and services;



•

our ability to successfully manage and integrate acquisitions;



•

the occurrence of a termination event under thean exclusive, global master license agreement with Hyatt;



•

our abilitya subsidiary of Hyatt Hotels Corporation (“Hyatt”) as the “Hyatt Vacation Ownership” business. We also refer to market vacation ownership interests successfully and efficiently;

iv

CERTAIN DEFINITIONS

Unless otherwise indicated or the restrictive covenants in our revolving credit facility and indenture;

        You should read carefully the factors described in the "Risk Factors" section of this prospectus and the documents incorporated by reference. In light of these risks and uncertainties, the forward looking statements discussedcontext otherwise requires, each reference in this prospectus may not proveto:

vi

        These covenants are subject to important limitations and exceptions. See "DescriptionFor more complete information about the New Notes, see “Description of Notes—Certain Covenants." DuringNotes.”

RISK FACTORS

The New Notes, like the time, if any, thatOriginal Notes, entail the notes are rated investment grade by both Standard & Poor's Ratings Services and Moody's Investors Service, Inc. and certain other conditions are met, many of the restrictive covenants contained in the indenture governing the notes will cease to be in effect. See "Description of Notes—Covenant Suspension."