Marathon Petroleum Corp — Director's Dealing 2015

Mar 13, 2015

SEC Form 4/A — Form 4/A

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2014-01-31

Reporting Person: SURMA JOHN P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common Stock	X	385.156	—	Acquired	8690.927	Direct
2014-01-31	Common Stock	J	385.156	—	Disposed	8305.771	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-31	Phantom Stock	$	X	385.156	Disposed		Common Stock (385.156)	Direct

Footnotes

F1: This amendment is being filed soley to clarify in Tables I and II and in footnote (3) that a deemed execution date of February 5, 2014 was available for these transactions.

F2: The Reporting Person acquired 385.156 shares of MPC phantom stock under the United States Steel Supplemental Thrift Program, which became payable in cash upon the Reporting Person's termination of employment with United States Steel Corporation. On January 31, 2014, the Reporting Person received a partial distribution under the Thrift Program. This partial distribution included the cash settlement of MPC phantom stock, as well as the cash settlement of other notional investments under the Thrift Program.

F3: As the portion of the January 31, 2014, partial distribution that represents the cash settlement of shares of MPC phantom stock is not reflected in the notice of partial distribution from the Thrift Program administrator, this Form 4 reports the conversion and disposition of all 385.156 shares of MPC phantom stock at $91.73 per share, which is the price per share provided by the Thrift Program administrator for shares of MPC phantom stock settled as part of the January 31, 2014, partial distribution (or any deferred distribution) from the Thrift Program. The Thrift Program administrator notified the Reporting Person of this non-volitional transaction by letter received on February 5, 2014.