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Marathon Petroleum Corp Director's Dealing 2011

Jul 5, 2011

29974_dirs_2011-07-05_139e527e-822a-4801-bb23-5ceb4937c085.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: Wilder J. Michael (VP, General Counsel & Sec)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-06-30 Common Stock A 11653 Acquired 11653 Direct
2011-07-01 Common Stock A 4740 $0.00 Acquired 19436 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-06-30 Stock Option (right to buy) $20.20 A 13997 Acquired 2015-05-25 Common Stock (13997) Direct
2011-06-30 Stock Option (right to buy) $32.06 A 5806 Acquired 2016-06-01 Common Stock (5806) Direct
2011-06-30 Stock Option (right to buy) $51.75 A 4284 Acquired 2017-05-30 Common Stock (4284) Direct
2011-06-30 Stock Option (right to buy) $46.08 A 3472 Acquired 2018-02-27 Common Stock (3472) Direct
2011-06-30 Stock Option (right to buy) $20.19 A 12504 Acquired 2019-02-25 Common Stock (12504) Direct
2011-06-30 Stock Option (right to buy) $24.73 A 20134 Acquired 2020-02-24 Common Stock (20134) Direct
2011-06-30 Stock Option (right to buy) $41.69 A 17938 Acquired 2021-02-23 Common Stock (17938) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 7386 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 3,043 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 J. Michael Wilder Revocable Trust Agreement, pursuant to which the reporting person is the settlor, co-trustee with his spouse.

F6: 6,920 shares vest on February 25, 2012.

F7: 16,754 shares vest in annual installments of 8,377 shares on February 24, 2012 and 8,377 shares on February 24, 2013, respectively.

F8: Vests in annual installments of 5,978 shares on February 23, 2012, 5,980 shares on February 23, 2013 and 5,980 shares on February 23, 2014, respectively.