Marathon Petroleum Corp — Director's Dealing 2015

May 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2015-05-06

Reporting Person: Shaffner George P. (Sr. VP, HES&S (See Remarks))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-06	Common Stock	M	21125	$41.69	Acquired	35407.2601	Direct
2015-05-06	Common Stock	M	4436	$34.40	Acquired	39843.2601	Direct
2015-05-06	Common Stock	S	21125	$100.45	Disposed	18718.2601	Direct
2015-05-06	Common Stock	S	4436	$100.76	Disposed	14282.2601	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-06	Stock Option (right to buy)	$41.69	M	21125	Disposed	2021-02-23	Common Stock (21125)	Direct
2015-05-06	Stock Option (right to buy)	$34.40	M	4436	Disposed	2021-12-05	Common Stock (4436)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.02 to $100.67, 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) and (2) 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 $100.67 to $100.88, 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 (1) and (2) to this Form 4.

F3: This option, originally in the amount of 21,125, is exercisable as follows: 7,041 shares on February 23, 2012, 7,042 shares on February 23, 2013 and 7,042 shares on February 23, 2014.

F4: This option, originally in the amount of 4,436, is exercisable as follows: 1,478 shares on December 5, 2012, 1,479 shares on December 5, 2013 and 1,479 shares on December 5, 2014.