Murphy USA Inc. — Director's Dealing 2021

Feb 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Murphy USA Inc. (MUSA)
CIK: 0001573516
Period of Report: 2021-02-10

Reporting Person: Bacon Renee M (SVP, Sales & Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-10	Common Stock	M	2229	—	Acquired	4624.3	Direct
2021-02-10	Common Stock	F	1006	$125.09	Disposed	3618.3	Direct
2021-02-10	Common Stock	M	3	—	Acquired	3621.3	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-10	Performance Stock Unit	$	M	2229	Disposed		Common Stock (2229)	Direct
2021-02-10	Dividend Equivalent Units	$	M	3	Disposed		Common Stock (3)	Direct
2021-02-10	Stock Option	$125.09	A	4000	Acquired	2028-02-10	Common Stock (4000)	Direct
2021-02-10	Performance Stock Unit	$	A	2000	Acquired		Common Stock (2000)	Direct
2021-02-10	Restricted Stock Unit	$	A	1000	Acquired		Common Stock (1000)	Direct

Footnotes

F1: Represents performance-based restricted stock units ("PSUs") and corresponding dividend equivalents accrued to the Reporting Person, under the 2013 Long Term Incentive Plan (the "Plan") that have vested and settled in shares of the Company's stock. Pursuant to the terms of the PSUs the total includes 159.00% of the original award.

F2: Shares withheld for taxes on PSU vesting.

F3: Reflects an award granted under the Plan

F4: Reflects dividend equivalent units accrued on PSUs granted to the Reporting Person under the Plan. Each dividend equivalent unit reflects the right to receive common stock, subject to the terms and conditions (including vesting and settlement terms) applicable to the corresponding PSU.

F5: These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

F6: 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.