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Marathon Petroleum Corp Director's Dealing 2011

Jul 5, 2011

29974_dirs_2011-07-05_f0bcde29-8905-4fbd-a39f-08add16de3ad.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: Heminger Gary R (Director, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-06-30 Common Stock A 70193 Acquired 70193 Direct
2011-07-01 Common Stock A 76896 $0.00 Acquired 209500 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-06-30 Stock Appreciation Right $14.25 A 37228 Acquired 2014-05-26 Common Stock (37228) Direct
2011-06-30 Stock Option (right to buy) $20.20 A 36659 Acquired 2015-05-25 Common Stock (36659) Direct
2011-06-30 Stock Option (right to buy) $32.06 A 35979 Acquired 2016-06-01 Common Stock (35979) Direct
2011-06-30 Stock Option (right to buy) $51.75 A 35512 Acquired 2017-05-30 Common Stock (35512) Direct
2011-06-30 Stock Option (right to buy) $46.08 A 27589 Acquired 2018-02-27 Common Stock (27589) Direct
2011-06-30 Stock Option (right to buy) $20.19 A 93571 Acquired 2019-02-25 Common Stock (93571) Direct
2011-06-30 Stock Option (right to buy) $24.73 A 123170 Acquired 2020-02-24 Common Stock (123170) Direct
2011-06-30 Stock Option (right to buy) $41.69 A 118372 Acquired 2021-02-23 Common Stock (118372) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4315.543 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 62,411 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: 51,784 shares vest on February 25, 2012.

F6: 102,491 shares vest in annual installments of 51,245 shares on February 24, 2012 and 51,246 shares on February 24, 2013, respectively.

F7: Vests in annual installments of 39,457 shares on February 23, 2012, 39,457 shares on February 23, 2013 and 39,458 shares on February 23, 2014, respectively.