SEC Form 4 · accession 0001209191-18-054161
Marathon Petroleum Corp · MPC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory James Goff
Officer — Exec Vice Chairman · Director
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 8:44 pm EDT
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 StockF1,F2,F3,F4,F5 | Oct 1, 2018 | A | 1,626,025 | — | A | 1,626,025 | D | |
| Common StockF2,F3,F6 | Oct 1, 2018 | A | 1,017 | — | A | 1,017 | I | By 401(k) |
| Common StockF2,F3,F7 | Oct 1, 2018 | A | 38,790 | — | A | 38,790 | I | By 2008 Investment Trust |
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)F2,F3,F8 | $7.31 | Oct 1, 2018 | A | 62,669 | A | Oct 1, 2018 | May 3, 2020 | Common Stock | 62,669 | 62,669 | D |
| Stock Option (right to buy)F2,F3,F8 | $6.92 | Oct 1, 2018 | A | 220,660 | A | Oct 1, 2018 | May 5, 2020 | Common Stock | 220,660 | 220,660 | D |
Explanation of responses
- F1Includes 956,902 shares of Issuer common stock received in exchange for 588,193 shares of Andeavor common stock in connection with the merger of Mahi Inc., a wholly owned subsidiary of the Issuer, with and into Andeavor on October 1, 2018, with Andeavor as the surviving entity (the "Merger").
- F2In connection with the Merger, holders of Andeavor common stock elected to receive, per share of Andeavor common stock, 1.87 shares of Issuer common stock or $152.27 in cash, subject to allocation and proration provisions set forth in the merger agreement, with cash paid in lieu of fractional shares. On the effective date of the Merger, the closing price of Issuer common stock was $82.43 per share.
- F3All reported amounts are estimated as of October 3, 2018 based on preliminary information with respect to the Merger and such cash/stock elections. Final amounts will be reported in a subsequent filing.
- F4Includes 368,231 Issuer restricted stock units received upon conversion of 120,035 Andeavor market stock unit awards. The Andeavor awards were converted in the Merger based on the number of shares of Andeavor common stock that would have been issued pursuant to such market stock unit awards based on actual performance through the Merger multiplied by 1.87 and rounded down to the nearest whole number.
- F5Includes 300,892 Issuer restricted stock units received upon conversion of 112,863 Andeavor performance share awards. The Andeavor awards were converted in the Merger based on the number of shares of Andeavor common stock that would have been issued pursuant to such performance share awards based on actual performance through the Merger multiplied by 1.87 and rounded down to the nearest whole number.
- F6Received in exchange for 625.717 shares of Andeavor common stock held through the Andeavor 401(k) plan.
- F7Received in exchange for 23,844 shares of Andeavor common stock held in trust, for which the Reporting Person is a co-trustee, in connection with the Merger.
- F8Received in exchange for option awards in respect of 33,513 and 118,000 shares of Andeavor common stock, respectively, in connection with the Merger. The Andeavor options were converted in the Merger based on the number of Andeavor shares subject to such option award multiplied by 1.87 (rounded down to the nearest whole share) and with an exercise price (rounded up to the nearest whole cent) equal to the exercise price per share of Andeavor common stock divided by 1.87.
Remarks
Executive Vice Chairman