Statement of Changes in Beneficial Ownership (4)
June 14 2022 - 4:02PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Kaczynski Thomas |
2. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp
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MPC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Finance and Treasurer |
(Last)
(First)
(Middle)
C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/10/2022 |
(Street)
FINDLAY, OH 45840
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/10/2022 | | M | | 9008 | A | $46.06 | 31952 | D | |
Common Stock | 6/10/2022 | | M | | 17653 | A | $34.63 | 49605 | D | |
Common Stock | 6/10/2022 | | M | | 12360 | A | $50.99 | 61965 | D | |
Common Stock | 6/10/2022 | | M | | 8291 | A | $64.79 | 70256 | D | |
Common Stock | 6/10/2022 | | M | | 10879 | A | $62.68 | 81135 | D | |
Common Stock | 6/10/2022 | | M | | 10645 | A | $47.73 | 91780 | D | |
Common Stock | 6/10/2022 | | S(1) | | 9008 | D | $109.27 | 82772 | D | |
Common Stock | 6/10/2022 | | S(1) | | 17653 | D | $109.27 | 65119 | D | |
Common Stock | 6/10/2022 | | S(1) | | 12360 | D | $109.27 | 52759 | D | |
Common Stock | 6/10/2022 | | S(1) | | 8291 | D | $109.27 | 44468 | D | |
Common Stock | 6/10/2022 | | S(1) | | 10879 | D | $109.27 | 33589 | D | |
Common Stock | 6/10/2022 | | S(1) | | 10645 | D | $109.27 | 22944 | D | |
Common Stock | 6/10/2022 | | S(1) | | 15000 | D | $109.27 | 7944 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Employee Stock Option (right to buy) | $46.06 | 6/10/2022 | | M | | | 9008 | 9/1/2016 (2) | 9/1/2025 | Common Stock | 9008 | $0.00 | 0 | D | |
Employee Stock Option (right to buy) | $34.63 | 6/10/2022 | | M | | | 17653 | 3/1/2017 (3) | 3/1/2026 | Common Stock | 17653 | $0.00 | 0 | D | |
Employee Stock Option (right to buy) | $50.99 | 6/10/2022 | | M | | | 12360 | 3/1/2018 (4) | 3/1/2027 | Common Stock | 12360 | $0.00 | 0 | D | |
Employee Stock Option (right to buy) | $64.79 | 6/10/2022 | | M | | | 8291 | 3/1/2019 (5) | 3/1/2028 | Common Stock | 8291 | $0.00 | 0 | D | |
Employee Stock Option (right to buy) | $62.68 | 6/10/2022 | | M | | | 10879 | 3/1/2020 (6) | 3/1/2029 | Common Stock | 10879 | $0.00 | 0 | D | |
Employee Stock Option (right to buy) | $47.73 | 6/10/2022 | | M | | | 10645 | 3/1/2021 (7) | 3/1/2030 | Common Stock | 10645 | $0.00 | 5323 | D | |
Explanation of Responses: |
(1) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 8, 2022. |
(2) | This option, in the amount of 9,008, is exercisable as follows: 3,002 shares on September 1, 2016, 3,003 shares on September 1, 2017 and 3,003 shares on September 1, 2018. |
(3) | This option, in the amount of 17,653, is exercisable as follows: 5,884 shares on March 1, 2017, 5,884 shares on March 1, 2018 and 5,885 shares on March 1, 2019. |
(4) | This option, in the amount of 12,360, is exercisable as follows: 4,120 shares on March 1, 2018, 4,120 shares on March 1, 2019 and 4,120 shares on March 1, 2020. |
(5) | This option, in the amount of 8,291, is exercisable as follows: 2,763 shares on March 1, 2019, 2,764 shares on March 1, 2020 and 2,764 shares on December 28, 2020. |
(6) | This option, in the amount of 10,879, is exercisable as follows: 3,626 shares on March 1, 2020 and 7,253 shares on December 28, 2020. |
(7) | This option, in the amount of 15,968, is exercisable as follows: 5,322 shares on March 1, 2021, 5,323 shares on March 1, 2022 and 5,323 shares on March 1, 2023. |
Remarks: Senior Vice President, Finance and Treasurer |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kaczynski Thomas C/O MARATHON PETROLEUM CORPORATION 539 S. MAIN STREET FINDLAY, OH 45840 |
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| SVP, Finance and Treasurer |
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Signatures
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/s/ Molly R. Benson, Attorney-in-Fact for Thomas Kaczynski | | 6/14/2022 |
**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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