Marathon Petroleum Corp — Director's Dealing 2017

Nov 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2017-11-06

Reporting Person: Kenney Anthony R. (President, Speedway LLC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-06	Common Stock	M	13452	$10.095	Acquired	114484	Direct
2017-11-06	Common Stock	M	16672	$10.095	Acquired	131156	Direct
2017-11-06	Common Stock	M	7966	$12.365	Acquired	139122	Direct
2017-11-06	Common Stock	M	39488	$12.365	Acquired	178610	Direct
2017-11-06	Common Stock	S	13452	$62.31	Disposed	165158	Direct
2017-11-06	Common Stock	S	16672	$62.38	Disposed	148486	Direct
2017-11-06	Common Stock	S	7966	$62.23	Disposed	140520	Direct
2017-11-06	Common Stock	S	39488	$62.37	Disposed	101032	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-06	Stock Option (right to buy)	$10.095	M	13452	Disposed	2019-02-25	Common Stock (13452)	Direct
2017-11-06	Stock Option (right to buy)	$10.095	M	16672	Disposed	2019-02-25	Common Stock (16672)	Direct
2017-11-06	Stock Option (right to buy)	$12.365	M	7966	Disposed	2020-02-24	Common Stock (7966)	Direct
2017-11-06	Stock Option (right to buy)	$12.365	M	39488	Disposed	2020-02-24	Common Stock (39488)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7284.408	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.23 to $62.48, 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), (2), (3) and (4) 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 $62.28 to $62.51, 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), (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 $62.11 to $62.34, 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), (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 $62.28 to $62.46, 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), (2), (3) and (4) to this Form 4.

F5: Includes 153.949 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 .038 shares.

F6: This option was previously reported as covering 15,062 shares at an exercise price of $20.19 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 amount of 30,124, is exercisable as follows: 13,452 shares on June 30, 2011, and 16,672 shares on February 25, 2012. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

F8: This option was previously reported as covering 23,727 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.

F9: This option, in the amount of 47,454, is exercisable as follows: 7,966 shares on June 30, 2011, 19,744 shares on February 24, 2012 and 19,744 shares on February 24, 2013. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.