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: DAVIS WILLIAM L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-30	Common Stock	A	45142	—	Acquired	45142	Direct
2011-07-01	Common Stock	A	888.626	$0.00	Acquired	47030.626	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000	Indirect

Footnotes

F1: Adjusted distribution resulting from the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off"). 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.

F2: Includes 1,000 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.

F3: These shares were acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.

F4: Shares held by William L. Davis, not individually, but as trustee of the William L. Davis III Revocable Trust, or his successors in interest. The reporting person is the trustee and settlor of the William L. Davis III Revocable Trust pursuant to the William L. Davis III Revocable Trust Agreement dated June 5, 1992, as amended.