Marathon Petroleum Corp — Director's Dealing 2018

Feb 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MPLX LP (MPLX)
CIK: 0001552000
Period of Report: 2018-02-01

Reporting Person: Marathon Petroleum Corp (Director, 10% Owner)
Reporting Person: MPC Investment LLC (Director, 10% Owner)
Reporting Person: MPLX GP LLC (Director, 10% Owner)
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
2018-02-01	Common Units (Limited Partner Interests)	A	386611111	—	Acquired	504701934	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 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 Contribution Agreement dated November 13, 2017 among the Issuer, Logistics, Holdings, the GP and MPCI, on 2/1/2018, MPCI contributed: the membership interests in MPLX Refining Logistics LLC, which owns all of the membership interests in each of Canton Refining Logistics LLC, Catlettsburg Refining Logistics LLC, Detroit Refining Logistics LLC, Galveston Bay Refining Logistics LLC, Garyville Refining Logistics LLC and Robinson Refining Logistics LLC; and all of the membership interests in MPLX Fuels Distribution LLC, to the Issuer for $4.1 billion in cash consideration and equity consideration, consisting of (i) 85,610,278 common units issued to the GP, (ii) 18,176,666 common units issued to Logistics, (iii) 7,824,167 common units issued to Holdings and (iv) 2,277,778 general partner units issued to the GP.

F3: Pursuant to the Partnership Interests Restructuring Agreement dated December 15, 2017, between the Issuer and the GP, on 2/1/2018, the GP converted its 10,586,691 general partner units, representing its 2% general partner interest in the Issuer, into a non-economic general partner interest in the Issuer and the GP's general partner units and incentive distribution rights were cancelled and redeemed, in exchange for 275,000,000 newly issued common units issued to the GP.