Murphy USA Inc. — Director's Dealing 2017

Feb 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Murphy USA Inc. (MUSA)
CIK: 0001573516
Period of Report: 2017-02-08

Reporting Person: Clyde R Andrew (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-08	Common Stock	M	48546	—	Acquired	74752	Direct
2017-02-08	Common Stock	F	21518	$65.75	Disposed	53234	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-08	Stock Option	$65.75	A	51800	Acquired	2024-02-08	Common Stock (51800)	Direct
2017-02-08	Restricted Stock Unit	$	A	12150	Acquired		Common Stock (12150)	Direct
2017-02-08	Performance Stock Unit	$	A	24300	Acquired		Common Stock (24300)	Direct
2017-02-08	Performance Stock Unit	$	M	48546	Disposed		Common Stock (48546)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1500	Indirect

Footnotes

F1: As a result of the determination of the amount of PSUs earned for the performance period ended December 31, 2016, this total includes the incremental number of PSUs (that is, 156.6% of the target amount, or 17,546 PSUs above the target number of 31,000 originally reported on the Form 4 when the PSU grant was made).

F2: These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

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