Marathon Petroleum Corp — Director's Dealing 2013

Mar 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2013-03-08

Reporting Person: Bedell Richard D. (Sr. Vice President, Refining)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Common Stock	M	6664	$14.25	Acquired	26884.6748	Direct
2013-03-08	Common Stock	D	3517	$89.04	Disposed	23367.6748	Direct
2013-03-08	Common Stock	M	12378	$21.90	Acquired	35745.6748	Direct
2013-03-08	Common Stock	S	12378	$87.93	Disposed	23367.6748	Direct
2013-03-08	Common Stock	M	8653	$24.79	Acquired	32020.6748	Direct
2013-03-08	Common Stock	S	8653	$88.63	Disposed	23367.6748	Direct
2013-03-08	Common Stock	M	6981	$24.79	Acquired	30348.6748	Direct
2013-03-08	Common Stock	S	6981	$88.87	Disposed	23367.6748	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-08	Stock Appreciation Right	$14.25	M	6664	Disposed	2014-05-26	Common Stock (6664)	Direct
2013-03-08	Stock Option (right to buy)	$21.90	M	12378	Disposed	2015-06-10	Common Stock (12378)	Direct
2013-03-08	Stock Option (right to buy)	$24.79	M	8653	Disposed	2019-05-27	Common Stock (8653)	Direct
2013-03-08	Stock Option (right to buy)	$24.79	M	6981	Disposed	2019-05-27	Common Stock (6981)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	947.751	Indirect

Footnotes

F1: 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 $88.34, 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 (1), (2) and (3) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.32 to $88.96, 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 (1), (2) and (3) 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 $88.64 to $89.07, 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 (1), (2) and (3) to this Form 4.

F4: Includes 3.764 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.