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Marathon Petroleum Corp Director's Dealing 2011

Jul 5, 2011

29974_dirs_2011-07-05_c6e3cbf6-7554-419e-a648-4edfcf7414f7.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: Kenney Anthony R. (President, Speedway LLC)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-06-30 Common Stock A 13567 Acquired 28050 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-06-30 Stock Option (right to buy) $20.20 A 12949 Acquired 2015-05-25 Common Stock (12949) Direct
2011-06-30 Stock Option (right to buy) $32.06 A 7614 Acquired 2016-06-01 Common Stock (7614) Direct
2011-06-30 Stock Option (right to buy) $51.75 A 5998 Acquired 2017-05-30 Common Stock (5998) Direct
2011-06-30 Stock Option (right to buy) $46.08 A 4756 Acquired 2018-02-27 Common Stock (4756) Direct
2011-06-30 Stock Option (right to buy) $20.19 A 15062 Acquired 2019-02-25 Common Stock (15062) Direct
2011-06-30 Stock Option (right to buy) $24.73 A 23727 Acquired 2020-02-24 Common Stock (23727) Direct
2011-06-30 Stock Option (right to buy) $41.69 A 29621 Acquired 2021-02-23 Common Stock (29621) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3120.067 Indirect
Common Stock 2924.956 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 14,483 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: 8,336 shares vest on February 25, 2012.

F6: 19,744 shares vest in annual installments of 9,872 shares on February 24, 2012 and 9,872 shares on February 24, 2013, respectively.

F7: Vests in annual installments of 9,873 shares on February 23, 2012, 9,874 shares on February 23, 2013 and 9,874 shares on February 23, 2014, respectively.