Marathon Petroleum Corp — Director's Dealing 2015

Dec 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2015-12-10

Reporting Person: Beall Pamela K.M. (Sr. VP (See Remarks))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-10	Common Stock	M	38000	$20.845	Acquired	73826	Direct
2015-12-10	Common Stock	S	38000	$52.73	Disposed	35826	Direct
2015-12-10	Common Stock	M	9342	$17.20	Acquired	45168	Direct
2015-12-10	Common Stock	S	9342	$52.73	Disposed	35826	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-10	Stock Option (right to buy)	$20.845	M	38000	Disposed	2021-02-23	Common Stock (38000)	Direct
2015-12-10	Stock Option (right to buy)	$17.20	M	9342	Disposed	2021-12-05	Common Stock (9342)	Direct

Footnotes

F1: On June 10, 2015, the common stock of Marathon Petroleum Corporation split 2-for-1 for holders of record on May 20, 2015, resulting in the reporting person's direct ownership of 17,913 additional shares of common stock.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.25 to $53.22, 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) 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 $52.26 to $53.21, 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) and (3) to this Form 4.

F4: This option was previously reported as covering 19,000 shares at an exercise price of $41.69 per share, but was adjusted to reflect the stock split that occurred on June 10, 2015

F5: This option was previously reported as covering 4,671 shares at an exercise price of $34.40 per share, but was adjusted to reflect the stock split that occurred on June 10, 2015