MPLX LP — Director's Dealing 2017

Mar 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MPLX LP (MPLX)
CIK: 0001552000
Period of Report: 2017-03-01

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
2017-03-01	Common Units (Limited Partner Interests)	A	12960376	—	Acquired	99579689	Indirect

Footnotes

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

F2: The General Partner directly owns 7,636,916 general partner units, representing its 2% general partner interest in the Issuer. MPC Investment owns all of the membership interest in the General Partner and MPC owns all of the membership interest in MPC Investment. Accordingly, MPC and MPC Investment both may be deemed to indirectly beneficially own the securities of the Issuer directly held by the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

F3: Pursuant to the Membership Interests Contributions Agreement among the Issuer, MPLX Logistics, MPLX Holdings, the General Partner and MPC Investment, on March 1, 2017, MPC Investment agreed to contribute the outstanding membership interests in Hardin Street Transportation LLC, Woodhaven Cavern LLC and MPLX Terminals LLC through a series of intercompany contributions to the Issuer for approximately $1.511 billion in cash and equity consideration valued at approximately $504 million, consisting of: (i) 9,197,900 common units issued to the General Partner, (ii) 2,630,427 common units issued to MPLX Logistics, (iii) 1,132,049 common units issued to MPLX Holdings and (iv) 264,497 general partner units issued to the General Partner. The common units and general partner units issued were calculated by dividing $503,750,000 by $38.0911, the simple average of the volume weighted average price of a common unit for the 10 trading days ending February 28, 2017.