Marathon Petroleum Corp — Director's Dealing 2013

Feb 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2013-02-07

Reporting Person: Kenney Anthony R. (President, Speedway LLC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-07	Common Stock	M	12949	$20.20	Acquired	51762	Direct
2013-02-07	Common Stock	S	12949	$78.38	Disposed	38813	Direct
2013-02-07	Common Stock	M	7614	$32.06	Acquired	46427	Direct
2013-02-07	Common Stock	S	7614	$78.35	Disposed	38813	Direct
2013-02-07	Common Stock	M	5998	$51.75	Acquired	44811	Direct
2013-02-07	Common Stock	S	5998	$78.33	Disposed	38813	Direct
2013-02-07	Common Stock	M	4756	$46.08	Acquired	43569	Direct
2013-02-07	Common Stock	S	4756	$78.34	Disposed	38813	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-07	Stock Option (right to buy)	$20.20	M	12949	Disposed	2015-05-25	Common Stock (12949)	Direct
2013-02-07	Stock Option (right to buy)	$32.06	M	7614	Disposed	2016-06-01	Common Stock (7614)	Direct
2013-02-07	Stock Option (right to buy)	$51.75	M	5998	Disposed	2017-05-30	Common Stock (5998)	Direct
2013-02-07	Stock Option (right to buy)	$46.08	M	4756	Disposed	2018-02-27	Common Stock (4756)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3238.745	Indirect
Common Stock	2924.955	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 $78.32 to $78.46, 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), (3) and (4) 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 $78.32 to $78.40, 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), (3) and (4) 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 $78.31 to $78.36, 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), (3) and (4) 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 $78.33 to $78.35, 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), (3) and (4) to this Form 4.

F5: Includes 18.155 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.