Marathon Petroleum Corp — Director's Dealing 2017

Dec 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2017-12-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-14	Common Stock	M	12558	$12.365	Acquired	47211.6795	Direct
2017-12-14	Common Stock	S	12558	$64.75	Disposed	34653.6795	Direct
2017-12-14	Common Stock	M	12250	$20.845	Acquired	46903.6795	Direct
2017-12-14	Common Stock	S	12250	$64.75	Disposed	34653.6795	Direct
2017-12-14	Common Stock	M	10796	$17.20	Acquired	45449.6795	Direct
2017-12-14	Common Stock	S	10796	$64.75	Disposed	34653.6795	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-14	Stock Option (right to buy)	$12.365	M	12558	Disposed	2020-02-24	Common Stock (12558)	Direct
2017-12-14	Stock Option (right to buy)	$20.845	M	12250	Disposed	2021-02-23	Common Stock (12250)	Direct
2017-12-14	Stock Option (right to buy)	$17.20	M	10796	Disposed	2021-12-05	Common Stock (10796)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2954.716	Indirect

Footnotes

F1: Includes .388911 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.31 to $65.01, 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), (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 $64.30 to $65.02, 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), (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 $64.27 to $65.02, 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), (3) and (4) to this Form 4.

F5: Includes 40.221 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11. Also reflects the deduction of an administrative fee in the amount of .051 shares.

F6: This option was previously reported as covering 14,178 shares at an exercise price of $24.73 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.

F7: This option, in the adjusted amount of 28,356, was exercisable as follows: 4,760 shares on June 30, 2011, 11,798 shares on February 24, 2012 and 11,798 shares on February 24, 2013. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

F8: This option was previously reported as covering 21,125 shares at an exercise price of $41.69 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.

F9: This option, in the adjusted amount of 42,250, was exercisable as follows: 14,082 shares on February 23, 2012, 14,084 shares on February 23, 2013 and 14,084 shares on February 23, 2014. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

F10: This option was previously reported as covering 5,398 shares at an exercise price of $34.40 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.

F11: This option, in the adjusted amount of 10,796, was exercisable as follows: 3,598 shares on December 5, 2012, 3,598 shares on December 5, 2013 and 3,600 shares on December 5, 2014. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.