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Marathon Petroleum Corp Director's Dealing 2011

Jul 5, 2011

29974_dirs_2011-07-05_c0cbebaa-1f9e-4604-aa57-496c31d20fa2.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: Kelley Thomas M. (Sr. Vice President, Marketing)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-06-30 Common Stock A 5664 Acquired 6035.21 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-06-30 Stock Appreciation Right $14.25 A 1713 Acquired 2014-05-26 Common Stock (1713) Direct
2011-06-30 Stock Option (right to buy) $21.90 A 6665 Acquired 2015-06-10 Common Stock (6665) Direct
2011-06-30 Stock Option (right to buy) $32.06 A 6662 Acquired 2016-06-01 Common Stock (6662) Direct
2011-06-30 Stock Option (right to buy) $51.75 A 4760 Acquired 2017-05-30 Common Stock (4760) Direct
2011-06-30 Stock Option (right to buy) $43.38 A 5725 Acquired 2018-05-28 Common Stock (5725) Direct
2011-06-30 Stock Option (right to buy) $24.79 A 15634 Acquired 2019-05-27 Common Stock (15634) Direct
2011-06-30 Stock Option (right to buy) $24.73 A 14178 Acquired 2020-02-24 Common Stock (14178) Direct
2011-06-30 Stock Option (right to buy) $41.69 A 21125 Acquired 2021-02-23 Common Stock (21125) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1257.824 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 371.210 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: 8,653 shares vest on May 27, 2012.

F6: 11,798 shares vest in annual installments of 5,899 shares on February 24, 2012 and 5,899 shares on February 24, 2013, respectively.

F7: Vests in annual installments of 7,041 shares on February 23, 2012, 7,042 shares on February 23, 2013 and 7,042 shares on February 23, 2014, respectively.