Marathon Petroleum Corp — Director's Dealing 2011

Jul 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MARATHON OIL CORP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-30	Common Stock	J	2	$0.00	Disposed	0	Direct
2011-06-30	Common Stock	J	356125174	$0.00	Acquired	356125174	Direct
2011-06-30	Common Stock	J	356125174	$0.00	Disposed	0	Direct

Footnotes

F1: In connection with the spin off of Marathon Petroleum Corporation by Marathon Oil Corporation and pursuant to the terms and conditions of Section 3.3, The Separation of Article III of the Separation and Disribution Agreement (the "Agreement"), dated May 25, 2011 among Marathon Oil Corporation ("MRO"), Marathon Oil Company ("MOC") and Marathon Petroleum Corporation ("MPC"), and in consideration of MRO completing the Contribution, as such term is defined in Section 3.3(a) of the Agreement, and causing the MOC Contribution to be completed, MPC was recapitalized, with MRO surrendering all of the then issued and outstanding MPC common stock (2 shares) in exchange for 356,125,174 shares of MPC common stock which equals the number of MPC shares to be distributed by MRO in the Distribution, as such term is defined in Section 4.5(a) of Article IV, The Distribution in the Agreement.

F2: In connection with the spin off of Marathon Petroleum Corporation by Marathon Oil Corporation and pursuant to the terms and conditions of Section 4.5, The Distribution of Article IV of the Agreement, MRO effected the Distribution, as such term is defined in Section 4.5(a) of the Agreement, on June 30, 2011, and caused to be distributed to each holder of record of MRO common stock as of June 27, 2011, the record date by means of a pro-rata dividend of one share of MPC common stock for every two shares of MRO common stock held of record by such holder as of the record date.