Murphy USA Inc. — Director's Dealing 2016

Aug 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Murphy USA Inc. (MUSA)
CIK: 0001573516
Period of Report: 2016-08-08

Reporting Person: MURPHY ROBERT MADISON (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-08	Common Stock	P	5649	$48.6772	Acquired	54944	Indirect
2016-08-09	Common Stock	P	388	$48.6772	Acquired	51965	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	520541	Indirect
Common Stock	41379	Indirect
Common Stock	0	Indirect
Common Stock	36555	Indirect

Footnotes

F1: The reporting person's beneficial ownership of shares held in the family partnership increased (i) by 5,649 shares as a result of the reporting person's cash purchase, pursuant to a right of first refusal, of a portion of another partner's interest in the partnership effective as of August 8, 2016 and (ii) by 388 shares as a result of a cash redemption of such other partner's former interest in the general partner of the partnership effective as of August 9, 2016.

F2: The purchase price was determined based on a valuation of the partnership's assets as of May 23, 2016, minus a 26% minority discount factor. The closing price of the issuer's common stock as reported on the New York Stock Exchange on May 23, 2016, was $65.78.

F3: On August 9, 2016, the reporting person and his spouse funded with 212,362 shares and other assets, a newly created revocable trust. As a result, 192,160 shares previously reported as directly held, 16,835 shares previously reported as held indirectly through his spouse and 3,367 shares previously reported as held through the family partnership are now reported as held indirectly by the reporting person through the revocable trust.

F4: The remaining 308,179 shares were previously reported as held through trusts.

F5: Since the reporting person's last Form 4 filing, the reporting person resigned as a co-trustee of various family trusts for which the reporting person previously reported beneficial ownership of 372,256 shares. At no time did the reporting person have a pecuniary interest in such trusts or any shares held therein.