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Murphy USA Inc. Director's Dealing 2014

Feb 3, 2014

30773_dirs_2014-02-03_b5f2cbca-3dc7-4338-9b41-551152960be7.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Murphy USA Inc. (MUSA)
CIK: 0001573516
Period of Report: 2013-12-31

Reporting Person: Cheng Marn K (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-12-31 Common Stock J 30 Acquired 625 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-10-09 Restricted Stock Unit $ A 886 Acquired Common Stock (886) Direct
2013-12-31 Phantom Stock Unit $0 J 46 Acquired Common Stock (46) Direct
2013-10-09 Restricted Stock Unit $ A 938 Acquired Common Stock (938) Direct
2013-10-09 Restricted Stock Unit $ A 3597 Acquired Common Stock (3597) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 0 Direct

Footnotes

F1: Shares acquired through Company thrift plan.

F2: Award granted under the 2013 Long-Term Incentive Plan.

F3: These securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

F4: These grants represent replacements for those that were forfeited at Murphy Oil Corporation as a result of the spin-off of Murphy USA Inc.

F5: Each phantom unit is the economic equivalent of (1) share of Murphy USA common stock.

F6: The reported phantom stock units were acquired under Murphy USA's excess benefit plan and are to be settled upon the reporting person's retirement or other termination of service. The reporting person may transfer the value of his phantom stock units into an alternative investment account at any time prior to settlement.