FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Nichols Rodney P.
2. Issuer Name and Ticker or Trading Symbol

Marathon Petroleum Corp [ MPC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Ex. VP, HR, Health & Admin.
(Last)          (First)          (Middle)

C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/30/2017
(Street)

FINDLAY, OH 45840
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/30/2017     M    7806   A $25.875   68946   D    
Common Stock   5/30/2017     F    5719   D $52.42   63227   D    
Common Stock                  7961.177   I   By 401(k) Plan  
Common Stock                  4388   I   By wife's Revocable Trust   (1)
Common Stock                  16926   I   By Revocable Trust   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $25.875   (3) 5/30/2017     M         7806   (3)   6/30/2011   (4) 5/30/2017   Common Stock   7806   (3) $0.00   0   D    

Explanation of Responses:
(1)  By Barb Nichols Revocable Trust Agreement (wife).
(2)  By Rodney P. Nichols Revocable Trust Agreement.
(3)  This option was previously reported as covering 3,903 shares at an exercise price of $51.75 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.
(4)  The option reflected in this row represents an adjusted option resulting from the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off"). All shares subject to this option were fully vested and exercisable as of the Spin-Off.

Remarks:
Executive Vice President, Human Resources, Health and Administrative Services

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nichols Rodney P.
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
FINDLAY, OH 45840


Ex. VP, HR, Health & Admin.

Signatures
/s/ Molly R. Benson, Attorney-in-Fact for Rodney P. Nichols 6/1/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Marathon Petroleum (NYSE:MPC)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Marathon Petroleum Charts.
Marathon Petroleum (NYSE:MPC)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Marathon Petroleum Charts.