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: Cheng Marn K (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-05	Common Stock	M	3597	—	Acquired	4745	Direct
2016-02-05	Common Stock	F	1300	$57.75	Disposed	3445	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-05	Restricted Stock Unit	$	M	3597	Disposed		Common Stock (3597)	Direct
2016-02-10	Restricted Stock Unit	$	A	1800	Acquired		Common Stock (1800)	Direct
2016-02-10	Stock Option	$59.11	A	6500	Acquired	2023-02-10	Common Stock (6500)	Direct
2016-02-10	Performance Stock Unit	$	A	3600	Acquired		Common Stock (3600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	664	Indirect

Footnotes

F1: 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.

F2: Shares withheld for taxes on RSU vesting.

F3: Award granted under the 2013 Long-Term Incentive Plan.

F4: These securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

F5: 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.