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: Shaffner George P. (Sr. VP, Transp. & Logistics)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-30	Common Stock	A	6977	—	Acquired	7131.21	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	5077	Acquired	2016-06-01	Common Stock (5077)	Direct
2011-06-30	Stock Option (right to buy)	$51.75	A	5426	Acquired	2017-05-30	Common Stock (5426)	Direct
2011-06-30	Stock Option (right to buy)	$43.38	A	3339	Acquired	2018-05-28	Common Stock (3339)	Direct
2011-06-30	Stock Option (right to buy)	$24.79	A	8653	Acquired	2019-05-27	Common Stock (8653)	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	21125	Acquired	2021-02-23	Common Stock (21125)	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 154.210 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.

F4: 17,297 shares vest in annual installments of 8,648 shares on May 26, 2012 and 8,649 shares on May 26, 2013, respectively.

F5: 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.