Marathon Petroleum Corp — Director's Dealing 2016

Apr 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MPLX LP (MPLX)
CIK: 0001552000
Period of Report: 2016-03-31

Reporting Person: Marathon Petroleum Corp (Director, 10% Owner)
Reporting Person: MPC Investment LLC (Director, 10% Owner)
Reporting Person: MPLX GP LLC (Director)
Reporting Person: MPLX Logistics Holdings LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-31	Common Units (Limited Partner Interests)	A	22534002	—	Acquired	79466136	Indirect

Footnotes

F1: This Form 4 is filed jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner") and MPLX Logistics Holdings LLC ("MPLX Logistics Holdings"). MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests in both the General Partner and MPLX Logistics Holdings. Accordingly, the General Partner and MPLX Logistics Holdings are both indirect wholly-owned subsidiaries of MPC.

F2: The General Partner owns a 2% general partner interest in the Issuer. MPC Investment owns all of the membership interest in the General Partner and MPC owns all of the membership interest in MPC Investment. Accordingly, MPC and MPC Investment both may be deemed to indirectly beneficially own the securities of the Issuer directly held by the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

F3: Pursuant to the Membership Interests Contribution Agreement dated March 14, 2016, among the Issuer, MPLX Logistics Holdings, the General Partner, and MPC Investment, on March 31, 2016, the Issuer acquired all of the membership interests in Hardin Street Marine LLC from MPC Investment through a series of intercompany contributions in exchange for Issuer equity valued at approximately $600 million, consisting of: 22,534,002 common units issued to MPLX Logistics Holdings and 459,878 general partner units issued to the General Partner. The common units issued were calculated by dividing $588 million by $26.0939, the simple average of the Issuer's 10-day trailing volume weighted average NYSE price for the 10 trading days preceding March 14, 2016. MPC and MPC Investment both may be deemed to indirectly beneficially own the securities of the Issuer directly held by MPLX Logistics Holdings, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

F4: The General Partner directly owns 7,506,460 general partner units, representing its 2% general partner interest in the Issuer.