Marathon Petroleum Corp — Director's Dealing 2011

Jul 5, 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: BEALL PAMELA KM (Vice President (See Remarks))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-30	Common Stock	A	9793	—	Acquired	10755	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-30	Stock Option (right to buy)	$32.06	A	12374	Acquired	2016-06-01	Common Stock (12374)	Direct
2011-06-30	Stock Option (right to buy)	$51.75	A	8568	Acquired	2017-05-30	Common Stock (8568)	Direct
2011-06-30	Stock Option (right to buy)	$46.08	A	3710	Acquired	2018-02-27	Common Stock (3710)	Direct
2011-06-30	Stock Option (right to buy)	$20.19	A	6487	Acquired	2019-02-25	Common Stock (6487)	Direct
2011-06-30	Stock Option (right to buy)	$24.73	A	17771	Acquired	2020-02-24	Common Stock (17771)	Direct
2011-06-30	Stock Option (right to buy)	$41.69	A	19000	Acquired	2021-02-23	Common Stock (19000)	Direct

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 962 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.

F4: 14,788 shares vest in annual installments of 7,394 shares on February 24, 2012 and 7,394 shares on February 24, 2013, respectively.

F5: Vests in annual installments of 6,332 shares on February 23, 2012, 6,334 shares on February 23, 2013 and 6,334 shares on February 23, 2014, respectively.