Statement of Changes in Beneficial Ownership (4)
September 21 2022 - 5:22PM
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
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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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Gagle Suzanne |
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) Gen Counsel and SVP Gov Aff |
(Last)
(First)
(Middle)
C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/19/2022 |
(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 | 9/19/2022 | | M | | 2370 | A | $44.915 | 46366 | D | |
Common Stock | 9/19/2022 | | S(1) | | 2370 | D | $93.02 | 43996 | D | |
Common Stock | 9/19/2022 | | M | | 3006 | A | $44.77 | 47002 | D | |
Common Stock | 9/19/2022 | | S(1) | | 3006 | D | $93.02 | 43996 | D | |
Common Stock | 9/19/2022 | | M | | 4120 | A | $50.88 | 48116 | D | |
Common Stock | 9/19/2022 | | S(1) | | 4120 | D | $95.00 | 43996 | D | |
Common Stock | 9/19/2022 | | M | | 20000 | A | $34.63 | 63996 | D | |
Common Stock | 9/19/2022 | | S(1) | | 20000 | D | $93.02 | 43996 | D | |
Common Stock | 9/19/2022 | | M | | 5678 | A | $34.63 | 49674 | D | |
Common Stock | 9/19/2022 | | S(1) | | 5678 | D | $95.00 | 43996 | 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) | $44.915 | 9/19/2022 | | M | | | 2370 | 4/1/2014 (2) | 4/1/2023 | Common Stock | 2370 | $0.00 | 0 | D | |
Employee Stock Option (right to buy) | $44.77 | 9/19/2022 | | M | | | 3006 | 4/1/2015 (3) | 4/1/2024 | Common Stock | 3006 | $0.00 | 0 | D | |
Employee Stock Option (right to buy) | $50.88 | 9/19/2022 | | M | | | 4120 | 4/1/2016 (4) | 4/1/2025 | Common Stock | 4120 | $0.00 | 0 | D | |
Employee Stock Option (right to buy) | $34.63 | 9/19/2022 | | M | | | 20000 | 3/1/2017 (5) | 3/1/2026 | Common Stock | 20000 | $0.00 | 5678 | D | |
Employee Stock Option (right to buy) | $34.63 | 9/19/2022 | | M | | | 5678 | 3/1/2017 (5) | 3/1/2026 | Common Stock | 5678 | $0.00 | 0 | 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 May 19, 2022. |
(2) | This option, in the amount of 2,370, is exercisable as follows: 790 shares on April 1, 2014, 790 shares on April 1, 2015 and 790 shares on April 1, 2016. |
(3) | This option, in the amount of 3,006, is exercisable as follows: 1,002 shares on April 1, 2015, 1,002 shares on April 1, 2016 and 1,002 shares on April 1, 2017. |
(4) | This option, in the amount of 4,120, is exercisable as follows: 1,372 shares on April 1, 2016, 1,374 shares on April 1, 2017 and 1,374 shares on April 1, 2018. |
(5) | This option, in the amount of 25,678, is exercisable as follows: 8,559 shares on March 1, 2017, 8,559 shares on March 1, 2018 and 8,560 shares on March 1, 2019. |
Remarks: General Counsel and Senior Vice President, Government Affairs |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gagle Suzanne C/O MARATHON PETROLEUM CORPORATION 539 S. MAIN STREET FINDLAY, OH 45840 |
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| Gen Counsel and SVP Gov Aff |
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Signatures
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/s/ Molly R. Benson, Attorney-in-Fact for Suzanne Gagle | | 9/21/2022 |
**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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