Marathon Petroleum Corp — Director's Dealing 2020

Aug 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MPLX LP (MPLX)
CIK: 0001552000
Period of Report: 2020-07-31

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 (Less than 10% owner)
Reporting Person: Western Refining Southwest, Inc. (10% Owner)
Reporting Person: Tesoro Logistics GP, LLC (Less than 10% owner)
Reporting Person: ANDEAVOR LLC (10% Owner)
Reporting Person: Western Refining, Inc. (10% Owner)
Reporting Person: Giant Industries, Inc. (10% Owner)
Reporting Person: TESORO REFINING & MARKETING Co LLC (Less than 10% owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-31	Common Units (Limited Partner Interests)	D	18582088	—	Disposed	647415452	Indirect

Footnotes

F1: This Form 4 is submitted jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), MPLX Logistics Holdings LLC ("Logistics Holdings"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), and Tesoro Logistics GP, LLC ("TLGP"). Tesoro Alaska Company LLC ("TAC") is also a member of the Reporting Group but, as described below, is filing a separate Form 4 related to the same events as this Form 4. MPC Investment, a direct wholly owned subsidiary of MPC, owns all of the membership interests in the General Partner and Logistics Holdings. Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. GII is a wholly owned subsidiary of WRI. WRSI is a wholly owned subsidiary of GII. TRMC and TAC are wholly owned subsidiaries of WRSI.

F2: All of the membership interests in TLGP are held by TRMC, TAC and WRSI. Accordingly, MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC. MPC and certain of the other Reporting Persons may be deemed to beneficially own all of the Common Units in the Issuer owned by certain of the subsidiaries of MPC but each disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest therein.

F3: On July 31, 2020, WRSI and the Issuer entered into a Redemption Agreement (the "Redemption Agreement") pursuant to which the Issuer, following a series of intercompany transactions, transferred all of the outstanding membership interests in Western Refining Wholesale, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of MPC ("WRW"), to WRSI in exchange for the redemption and cancellation of 18,582,088 common units representing limited partner interests in the Issuer (the "Common Units") held by WRSI (the "Redeemed Units"). Immediately following the redemption of the Redeemed Units, the Issuer cancelled the Redeemed Units pursuant to the terms of the Redemption Agreement.

F4: The number of Redeemed Units was calculated by dividing the Redeemed Unit's aggregate valuation of $340 million by the simple average of the volume weighted average price of the Common Units, as reported on the New York Stock Exchange, for the ten trading days ending at market close on July 27, 2020.