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: Kelley Thomas M. (Sr. Vice President, Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-05	Common Stock	A	260	$0.00	Acquired	6295.2776	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	5398	Acquired	2021-12-05	Common Stock (5398)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1264.661	Indirect

Footnotes

F1: Includes 0.0676 shares acquired pursuant to dividend reinvestment and previously not reported pursuant to Rule 16a-11.

F2: 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 0.001 share. The amount currently reflected in this row corrects such number of fractional shares.

F3: Includes 6.8380 shares acquired pursuant to dividend reinvestment and previously not reported pursuant to Rule 16a-11.

F4: Vests in annual installments of 1,799 shares on December 5, 2012, 1,799 shares on December 5, 2013 and 1,800 shares on December 5, 2014.