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 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HOLMES STEPHEN P
  2. Issuer Name and Ticker or Trading Symbol
Travel & Leisure Co. [TNL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O TRAVEL + LEISURE CO., 6277 SEA HARBOR DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2021
(Street)

ORLANDO, FL 32821
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 02/25/2021   M   50,539 A $ 40.62 641,796 (1) D  
Common Stock 02/25/2021   F   40,507 (2) D $ 58.11 601,289 D  
Common Stock 02/25/2021   M   109,489 A $ 31.7 710,778 D  
Common Stock 02/25/2021   F   84,089 (2) D $ 58.11 626,689 D  
Common Stock 02/26/2021   S   31,517 D $ 59.08 (3) 595,172 D  
Common Stock 02/26/2021   S   3,915 D $ 59.67 (4) 591,257 D  
Common Stock 03/01/2021   S(5)   21,395 D $ 60.47 (6) 569,862 D  
Common Stock 03/01/2021   S(5)   3,605 D $ 61.25 (7) 566,257 D  
Common Stock 02/25/2021   A   800 (8) A $ 0 10,995 (9) D  
Common Stock               5,666 (10) D  

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 Settled Stock Appreciation Right $ 40.62 02/25/2021   M     50,539 (11) 05/31/2018 02/26/2021 Common Stock 50,539.00 $ 40.62 0 D  
Stock Settled Stock Appreciation Right $ 31.70 02/25/2021   M     109,489 (11) 05/31/2018 05/31/2021 Common Stock 109,489.00 $ 31.7 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOLMES STEPHEN P
C/O TRAVEL + LEISURE CO.
6277 SEA HARBOR DRIVE
ORLANDO, FL 32821
  X      

Signatures

 /s/ James Savina as Attorney-in-Fact for Stephen P. Holmes   03/01/2021
**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) Includes previously reported shares of common stock.
(2) Common stock withheld as payment toward the exercise price and tax liability incident to the exercise of stock settled stock appreciation rights granted in accordance with Rule 16b-3 and delivery of shares in respect thereof.
(3) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $58.58 to $59.57, inclusive. The reporting person undertakes to provide to Travel + Leisure Co., any security holder of Travel + Leisure Co. or the staff of the Securities and Exchange Commission, upon request full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(4) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $59.58 to $59.79, inclusive. The reporting person undertakes to provide to Travel + Leisure Co., any security holder of Travel + Leisure Co. or the staff of the Securities and Exchange Commission, upon request full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(5) Sale effectuated pursuant to Rule 10b5-1 plan covering 200,000 shares of common stock in the aggregate.
(6) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $59.92 to $60.90, inclusive. The reporting person undertakes to provide to Travel + Leisure Co., any security holder of Travel + Leisure Co. or the staff of the Securities and Exchange Commission, upon request full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(7) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $60.91 to $61.82, inclusive. The reporting person undertakes to provide to Travel + Leisure Co., any security holder of Travel + Leisure Co. or the staff of the Securities and Exchange Commission, upon request full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(8) Deferred stock units issued for quarterly retainer fees and dividends. Each deferred stock unit entitles the reporting person to receive one share of common stock following the reporting person's retirement or termination of service from the Board of Directors.
(9) Includes previously reported deferred stock units.
(10) Previously reported restricted stock units.
(11) Transaction to exercise previously granted stock-settled stock appreciation rights.

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