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Marathon Petroleum Corp Director's Dealing 2011

Jul 5, 2011

29974_dirs_2011-07-05_00c2d368-dc7c-4c79-848e-2d5c5c185e66.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2011-06-30

Reporting Person: Nichols Rodney P. (VP, HR & Admin. Services)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-06-30 Common Stock A 9675 Acquired 9675 Direct
2011-07-01 Common Stock A 4740 $0.00 Acquired 16582 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-06-30 Stock Appreciation Right $14.25 A 20566 Acquired 2014-05-26 Common Stock (20566) Direct
2011-06-30 Stock Option (right to buy) $11.92 A 3903 Acquired 2012-05-28 Common Stock (3903) Direct
2011-06-30 Stock Option (right to buy) $20.20 A 9712 Acquired 2015-05-25 Common Stock (9712) Direct
2011-06-30 Stock Option (right to buy) $32.06 A 4949 Acquired 2016-06-01 Common Stock (4949) Direct
2011-06-30 Stock Option (right to buy) $51.75 A 3903 Acquired 2017-05-30 Common Stock (3903) Direct
2011-06-30 Stock Option (right to buy) $46.08 A 3187 Acquired 2018-02-27 Common Stock (3187) Direct
2011-06-30 Stock Option (right to buy) $20.19 A 11722 Acquired 2019-02-25 Common Stock (11722) Direct
2011-06-30 Stock Option (right to buy) $24.73 A 16542 Acquired 2020-02-24 Common Stock (16542) Direct
2011-06-30 Stock Option (right to buy) $41.69 A 19000 Acquired 2021-02-23 Common Stock (19000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3513.088 Indirect
Common Stock 2194 Indirect
Common Stock 8463 Indirect

Footnotes

F1: Adjusted distribution resulting from the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off").

F2: Amounts reported in this row are estimated as of July 5, 2011 based on preliminary information regarding the Spin-Off; final amounts, if different, will be reported in a subsequent filing.

F3: Includes 2,167 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.

F4: These shares were acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.

F5: By Barb Nichols Revocable Trust Agreement (wife).

F6: By Rodney P. Nichols Revocable Trust Agreement.

F7: 6,487 shares vest on February 25, 2012.

F8: 13,765 shares vest in annual installments of 6,882 shares on February 24, 2012 and 6,883 shares on February 24, 2013, respectively.

F9: Vests in annual installments of 6,332 shares on February 23, 2012, 6,334 shares on February 23, 2013 and 6,334 shares on February 23, 2014, respectively.