Murphy USA Inc. — Director's Dealing 2020

Feb 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Murphy USA Inc. (MUSA)
CIK: 0001573516
Period of Report: 2020-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-05	Common Stock	M	36225	—	Acquired	154131	Direct
2020-02-05	Common Stock	F	15257	—	Disposed	138874	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-05	Performance Stock Unit	$	M	24300	Disposed		Common Stock (24300)	Direct
2020-02-05	Performance Stock Unit	$	A	18900	Acquired		Common Stock (18900)	Direct
2020-02-05	Restricted Stock Unit	$	A	9450	Acquired		Common Stock (9450)	Direct
2020-02-05	Stock Option	$106.72	A	35600	Acquired	2027-02-05	Common Stock (35600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1500	Indirect

Footnotes

F1: Represents performance-based restricted Stock units that have vested and settled in shares of the Company's stock. Pursuant to the terms of the performance-based grant
awarded under the 2013 Long-Term Incentive Plan, the total includes 149.07% of the original award.

F2: Shares withheld for taxes on PSU 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.