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Marathon Petroleum Corp Director's Dealing 2011

Jul 5, 2011

29974_dirs_2011-07-05_1e88782b-3e91-4be2-a576-123c9410506f.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: Palmer C. Michael (Sr. VP, Supply Distrib. & Plan)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-06-30 Common Stock A 7642 Acquired 7642 Direct
2011-07-01 Common Stock A 4740 $0.00 Acquired 13440.21 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-06-30 Stock Appreciation Right $14.25 A 2570 Acquired 2014-05-26 Common Stock (2570) Direct
2011-06-30 Stock Option (right to buy) $21.90 A 3046 Acquired 2015-06-10 Common Stock (3046) Direct
2011-06-30 Stock Option (right to buy) $32.06 A 4759 Acquired 2016-06-01 Common Stock (4759) Direct
2011-06-30 Stock Option (right to buy) $51.75 A 4284 Acquired 2017-05-30 Common Stock (4284) 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) $25.74 A 20787 Acquired 2020-05-26 Common Stock (20787) Direct
2011-06-30 Stock Option (right to buy) $41.69 A 25373 Acquired 2021-02-23 Common Stock (25373) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3583.978 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 1,058.210 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: 17,297 shares vest in annual installments of 8,648 shares on February 24, 2012 and 8,649 shares on February 24, 2013, respectively.

F7: Vests in annual installments of 8,457 shares on February 23, 2012, 8,458 shares on February 23, 2013 and 8,458 shares on February 23, 2014, respectively.