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Murphy USA Inc. Director's Dealing 2015

Feb 3, 2015

30773_dirs_2015-02-03_fb364dad-e7f0-4b43-9cd8-1cece19b3ea8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Murphy USA Inc. (MUSA)
CIK: 0001573516
Period of Report: 2015-01-30

Reporting Person: Cheng Marn K (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-01-30 Common Stock F 371 $69.81 Disposed 210 Direct
2015-01-31 Common Stock M 938 Acquired 1148 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-01-30 Restricted Stock Unit $ M 938 Disposed Common Stock (938) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 664 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Unit $0 Common Stock (318) 318 Direct

Footnotes

F1: Shares withheld for taxes on RSU vesting as per the grant agreement.

F2: Represents time-based Restricted Stock Units (RSUs) that have vested and settled in shares of the Company's stock on a one-for-one basis pursuant to the terms of the grant awarded under the 2013 Long-term Incentive Plan.

F3: Includes 39 shares acquired through the reporting person's 401(k) Plan. The information in this report is based on a plan statement dated December 31, 2014.

F4: Award granted under the 2013 Long-term Incentive Plan.

F5: These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

F6: Each phantom unit is the economic equivalent of (1) share of Murphy USA common stock.

F7: 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.

F8: Includes 35 phantom stock units acquired through the reporting person's excess benefit plan. The information in this report is based on a plan statement dated December 31, 2014.