Murphy USA Inc. — Director's Dealing 2019

Feb 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Murphy USA Inc. (MUSA)
CIK: 0001573516
Period of Report: 2019-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-06	Common Stock	M	43725	—	Acquired	129059	Direct
2019-02-06	Common Stock	F	18274	$76.15	Disposed	110785	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-06	Performance Stock Unit	$	M	43725	Disposed		Common Stock (43725)	Direct
2019-02-06	Performance Stock Unit	$	A	23800	Acquired		Common Stock (23800)	Direct
2019-02-06	Restricted Stock Unit	$	A	11900	Acquired		Common Stock (11900)	Direct
2019-02-06	Stock Option	$76.15	A	44600	Acquired	2026-02-06	Common Stock (44600)	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, 2018, this total includes the incremental number of PSUs (that is, 165.0% of the target amount, or 17,225 PSUs above the target number of 26,500 originally reported on the Form 4 when the PSU grant was made).

F2: Time based restricted stock award granted under the 2013 Long-term Incentive Plan.

F3: These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

F4: Includes an adjustment of 11,980 additional units to correct error on 2/7/2018 Form 4. 31,380 PSUs achieved were subtracted from the total instead of 19,400 PSUs, which was the target number.

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.