Marathon Petroleum Corp — Director's Dealing 2013

Mar 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2013-03-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-13	Common Stock	M	2570	$14.25	Acquired	18156.7253	Direct
2013-03-13	Common Stock	D	1196	$88.26	Disposed	16960.7253	Direct
2013-03-13	Common Stock	M	203	$21.90	Acquired	17163.7253	Direct
2013-03-13	Common Stock	S	203	$88.156	Disposed	16960.7253	Direct
2013-03-13	Common Stock	M	2843	$21.90	Acquired	19803.7253	Direct
2013-03-13	Common Stock	M	4759	$32.06	Acquired	24562.7253	Direct
2013-03-13	Common Stock	S	4759	$88.18	Disposed	19803.7253	Direct
2013-03-13	Common Stock	M	6981	$24.79	Acquired	26784.7253	Direct
2013-03-13	Common Stock	S	6981	$88.16	Disposed	19803.7253	Direct
2013-03-13	Common Stock	M	3490	$25.74	Acquired	23293.7253	Direct
2013-03-13	Common Stock	S	3490	$87.92	Disposed	19803.7253	Direct
2013-03-13	Common Stock	M	4900	$25.74	Acquired	24703.7253	Direct
2013-03-13	Common Stock	S	4900	$87.79	Disposed	19803.7253	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-13	Stock Appreciation Right	$14.25	M	2570	Disposed	2014-05-26	Common Stock (2570)	Direct
2013-03-13	Stock Option (right to buy)	$21.90	M	203	Disposed	2015-06-10	Common Stock (203)	Direct
2013-03-13	Stock Option (right to buy)	$21.90	M	2843	Disposed	2015-06-10	Common Stock (2843)	Direct
2013-03-13	Stock Option (right to buy)	$32.06	M	4759	Disposed	2016-06-01	Common Stock (4759)	Direct
2013-03-13	Stock Option (right to buy)	$24.79	M	6981	Disposed	2019-05-27	Common Stock (6981)	Direct
2013-03-13	Stock Option (right to buy)	$25.74	M	3490	Disposed	2020-05-26	Common Stock (3490)	Direct
2013-03-13	Stock Option (right to buy)	$25.74	M	4900	Disposed	2020-05-26	Common Stock (4900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3735.136	Indirect

Footnotes

F1: Includes 0.050564 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.182 to $88.183, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.03 to $88.28, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.85 to $88.02, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.75 to $87.88, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.

F6: Includes 14.833 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

F7: This option, originally in the amount of 20,787, is exercisable as follows: 3,490 on June 30, 2011, 8,648 on May 26, 2012 and 8,649 on May 26, 2013.