Marathon Petroleum Corp — Director's Dealing 2015

Feb 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2015-02-11

Reporting Person: Kelley Thomas M. (Sr. Vice President, Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-11	Common Stock	M	4760	$51.75	Acquired	17032.1919	Direct
2015-02-11	Common Stock	S	4760	$101.63	Disposed	12272.1919	Direct
2015-02-11	Common Stock	M	6665	$21.90	Acquired	18937.1919	Direct
2015-02-11	Common Stock	S	6665	$100.92	Disposed	12272.1919	Direct
2015-02-11	Common Stock	M	6662	$32.06	Acquired	18934.1919	Direct
2015-02-11	Common Stock	S	6662	$101.84	Disposed	12272.1919	Direct
2015-02-11	Common Stock	M	2380	$24.73	Acquired	14652.1919	Direct
2015-02-11	Common Stock	S	2380	$100.93	Disposed	12272.1919	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-11	Stock Option (right to buy)	$51.75	M	4760	Disposed	2017-05-30	Common Stock (4760)	Direct
2015-02-11	Stock Option (right to buy)	$21.90	M	6665	Disposed	2015-06-10	Common Stock (6665)	Direct
2015-02-11	Stock Option (right to buy)	$32.06	M	6662	Disposed	2016-06-01	Common Stock (6662)	Direct
2015-02-11	Stock Option (right to buy)	$24.73	M	2380	Disposed	2020-02-24	Common Stock (2380)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1358.973	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 $101.60 to $101.63, 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 $100.48 to $101.80, 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 $101.77 to $101.92, 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 $100.67 to $101.33, 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: This option, originally in the amount of 14,178, is exercisable as follows: 2,380 shares on June 30, 2011, 5,899 shares on February 24, 2012 and 5,899 shares on February 24, 2013.