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
                                                                                  
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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 *

Kenney Anthony R.
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)
President, Speedway LLC
(Last)          (First)          (Middle)

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

11/6/2017
(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   11/6/2017     M    13452   A $10.095   114484   D    
Common Stock   11/6/2017     M    16672   A $10.095   131156   D    
Common Stock   11/6/2017     M    7966   A $12.365   139122   D    
Common Stock   11/6/2017     M    39488   A $12.365   178610   D    
Common Stock   11/6/2017     S    13452   D $62.31   (1) 165158   D    
Common Stock   11/6/2017     S    16672   D $62.38   (2) 148486   D    
Common Stock   11/6/2017     S    7966   D $62.23   (3) 140520   D    
Common Stock   11/6/2017     S    39488   D $62.37   (4) 101032   D    
Common Stock                  7284.408   (5) I   By 401(k) Plan  

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)   $10.095   (6) 11/6/2017     M         13452   (6)   6/30/2011   (7) 2/25/2019   Common Stock   13452   (6) $0.00   16672   D    
Stock Option (right to buy)   $10.095   (6) 11/6/2017     M         16672   (6)   6/30/2011   (7) 2/25/2019   Common Stock   16672   (6) $0.00   0   D    
Stock Option (right to buy)   $12.365   (8) 11/6/2017     M         7966   (8)   6/30/2011   (9) 2/24/2020   Common Stock   7966   (8) $0.00   39488   D    
Stock Option (right to buy)   $12.365   (8) 11/6/2017     M         39488   (8)   6/30/2011   (9) 2/24/2020   Common Stock   39488   (8) $0.00   0   D    

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.23 to $62.48, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3) and (4) to this Form 4.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.28 to $62.51, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3) and (4) to this Form 4.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.11 to $62.34, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3) and (4) to this Form 4.
(4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.28 to $62.46, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3) and (4) to this Form 4.
(5)  Includes 153.949 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11. Also reflects the deduction of an administrative fee in the amount of .038 shares.
(6)  This option was previously reported as covering 15,062 shares at an exercise price of $20.19 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.
(7)  This option, in the amount of 30,124, is exercisable as follows: 13,452 shares on June 30, 2011, and 16,672 shares on February 25, 2012. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.
(8)  This option was previously reported as covering 23,727 shares at an exercise price of $24.73 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.
(9)  This option, in the amount of 47,454, is exercisable as follows: 7,966 shares on June 30, 2011, 19,744 shares on February 24, 2012 and 19,744 shares on February 24, 2013. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

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


President, Speedway LLC

Signatures
/s/ Molly R. Benson, Attorney-in-Fact for Anthony R. Kenney 11/8/2017
** 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.
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