SEC Form 4 · accession 0001209191-17-066134

Marathon Petroleum Corp · MPC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

C. Michael Palmer

Officer — Sr. VP, Supply Distrib. & Plan

Period of report

Dec 14, 2017

Accepted (ET)

Dec 18, 2017 · 4:29 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001510295

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Dec 14, 2017	M	16,916	$20.845	A	74,674	D
Common Stock^F1	Dec 14, 2017	S	16,916	$64.77	D	57,758	D
Common Stock	Dec 14, 2017	M	16,916	$20.845	A	74,674	D
Common Stock^F2	Dec 14, 2017	S	16,916	$64.57	D	57,758	D
Common Stock	Dec 14, 2017	M	16,914	$20.845	A	74,672	D
Common Stock^F3	Dec 14, 2017	S	16,914	$65.00	D	57,758	D
Common Stock	holding	—	—		—	6,194	I	By 401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F4,F5	$20.845	Dec 14, 2017	M	16,916	D	Feb 23, 2012	Feb 23, 2021	Common Stock	16,916	33,830	D
Stock Option (right to buy)^F4,F5	$20.845	Dec 14, 2017	M	16,916	D	Feb 23, 2012	Feb 23, 2021	Common Stock	16,916	16,914	D
Stock Option (right to buy)^F4,F5	$20.845	Dec 14, 2017	M	16,914	D	Feb 23, 2012	Feb 23, 2021	Common Stock	16,914	0	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.75 to $64.80, 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) and (3) to this Form 4.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.55 to $64.60, 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) and (3) to this Form 4.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.00 to $65.02, 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) and (3) to this Form 4.
F4This option was previously reported as covering 25,373 shares at an exercise price of $41.69 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.
F5This option, in the adjusted amount of 50,746, was exercisable as follows: 16,914 shares on February 23, 2012, 16,916 shares on February 23, 2013 and 16,916 shares on February 23, 2014. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

Remarks

Senior Vice President, Supply Distribution and Planning