Marathon Petroleum Corp — Director's Dealing 2017

Sep 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MPLX LP (MPLX)
CIK: 0001552000
Period of Report: 2017-09-01

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 (Director, 10% Owner)
Reporting Person: MPLX Holdings Inc. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-01	Common Units (Limited Partner Interests)	A	18511134	—	Acquired	118090823	Indirect

Footnotes

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

F2: Pursuant to the Membership Interests and Shares Contributions Agreement among the Issuer, Logistics, Holdings, the GP and MPCI, on 9/1/2017, MPCI agreed to contribute: the membership interests of Lincoln Pipeline LLC, which holds a 35% interest in Illinois Extension Pipeline Company, L.L.C.; the membership interests of MPL Louisiana Holdings LLC, which holds a 40.7% interest in LOOP LLC; a 58.52% interest in LOCAP LLC; and a 24.51% interest in Explorer Pipeline Company, to the Issuer for $420 million in cash and equity consideration valued at $630 million, consisting of: (i) 13,719,017 common units issued to the GP, (ii) 3,350,893 common units issued to Logistics, (iii) 1,441,224 common units issued to Holdings and (iv) 377,778 general partner units issued to the GP. The units issued were calculated by dividing $630 million by $33.3529, the simple average of the 10 day trading volume weighted average price of a common unit for the 10 trading days ending 8/31/2017.

F3: The GP directly owns 8,306,911 general partner units, representing its 2% general partner interest in the Issuer. MPCI owns all of the membership interest in the GP and MPC owns all of the membership interest in MPCI. Accordingly, MPC and MPCI both may be deemed to indirectly beneficially own the securities of the Issuer directly held by the GP, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.