Marathon Petroleum Corp — Director's Dealing 2011

Dec 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2011-12-05

Reporting Person: Heminger Gary R (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-05	Common Stock	A	3230	$0.00	Acquired	212730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-05	Stock Option (right to buy)	$34.40	A	36856	Acquired	2021-12-05	Common Stock (36856)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4337.997	Indirect

Footnotes

F1: The amount originally reported in this row reflected shares issued on July 1, 2011 in the context of the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off") and reflected a rounding error, which resulted in an over-reporting by 1 share. The amount currently reflected in this row corrects such number of shares.

F2: Includes 23.4540 shares acquired pursuant to dividend reinvestment and previously not reported pursuant to Rule 16a-11.

F3: Vests in annual installments of 12,285 shares on December 5, 2012, 12,285 shares on December 5, 2013 and 12,286 shares on December 5, 2014.