Marathon Petroleum Corp — Director's Dealing 2011

Jul 20, 2011

SEC Form 4/A — Form 4/A

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2011-06-30

Reporting Person: Palmer C. Michael (Sr. VP, Supply Distrib. & Plan)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-30	Stock Option (right to buy)	$25.74	A	20787	Acquired	2020-05-26	Common Stock (20787)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8700.21	Direct

Footnotes

F1: The original Form 4 included a grant of 4,740 shares on July 1, 2011 in the context of the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off"). This amendment reflects a corrected total in column 5.

F2: Includes 1,058.210 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off").

F3: 17,297 shares vest in annual installments of 8,648 shares on May 26, 2012 and 8,649 shares on May 26, 2013. This footnote has been amended to reflect the appropriate vesting schedule.

F4: Adjusted distribution resulting from the Spin-Off.

F5: Amounts reported in this row were 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.