Murphy USA Inc. — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Murphy USA Inc. (MUSA)
CIK: 0001573516
Period of Report: 2016-02-05

Reporting Person: Smith Donald R Jr (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-05	Common Stock	F	1275	$57.75	Disposed	803	Direct
2016-02-05	Common Stock	M	3508	—	Acquired	4311	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-05	Restricted Stock Unit	$	M	3508	Disposed		Common Stock (3508)	Direct
2016-02-10	Stock Option	$59.11	A	3300	Acquired	2023-02-10	Common Stock (3300)	Direct
2016-02-10	Performance Stock Unit	$	A	1800	Acquired		Common Stock (1800)	Direct
2016-02-10	Restricted Stock Unit	$	A	900	Acquired		Common Stock (900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	248	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Unit	$		Common Stock (72)	72	Direct

Footnotes

F1: Shares withheld for taxes on RSU vesting.

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 113 shares acquired through the reporting person's 401(k) Plan. The information in this report is based on a plan statement dated December 31, 2015.

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: The option vests in two equal installments, the first half two years after the grant date and the final half three years after the grant date.

F7: Each phantom unit is the economic equivalent of (1) share of Murphy USA Inc. common stock.

F8: The reported phantom stock units were acquired under Murphy USA Inc.'s excess benefit plan and are to be settled in cash 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.

F9: Includes 72 units acquired through the reporting person's SERP Plan. The information in this report is based on a plan statement dated December 31, 2015.