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: Clyde R Andrew (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-05	Common Stock	F	9893	$57.75	Disposed	1107	Direct
2016-02-05	Common Stock	M	25099	—	Acquired	26206	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-05	Restricted Stock Unit	$	M	25099	Disposed		Common Stock (25099)	Direct
2016-02-10	Stock Option	$59.11	A	47900	Acquired	2023-02-10	Common Stock (47900)	Direct
2016-02-10	Performance Stock Unit	$	A	26500	Acquired		Common Stock (26500)	Direct
2016-02-10	Restricted Stock Unit	$	A	13250	Acquired		Common Stock (13250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1500	Indirect

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: 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.