SEC Form 4 · accession 0001209191-15-066516
MPLX LP · MPLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Marathon Petroleum Corp
Director · 10% Owner
MPLX Logistics Holdings LLC
10% Owner
MPLX GP LLC
Director
MPC Investment LLC
Director · 10% Owner
Period of report
Aug 17, 2015
Accepted (ET)
Aug 18, 2015 · 2:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001552000
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units (Limited Partner Interests)F1,F2,F3,F4 | Aug 17, 2015 | C | 36,951,515 | — | A | 56,932,134 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated Units (Limited Partner Interests)F1,F2,F3,F4 | — | Aug 17, 2015 | C | 36,951,515 | D | — | — | Common Units | 36,951,515 | 0 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner") and MPLX Logistics Holdings LLC ("MPLX Logistics Holdings"). MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests in both the General Partner and MPLX Logistics Holdings. Accordingly, the General Partner and MPLX Logistics Holdings are both indirect wholly-owned subsidiaries of MPC.
- F2The General Partner owns a 2% general partner interest in the Issuer. MPC Investment owns all of the membership interest in the General Partner and MPC owns all of the membership interest in MPC Investment. Accordingly, MPC and MPC Investment both may be deemed to indirectly beneficially own the securities of the Issuer directly held by the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
- F3The General Partner directly owns 1,639,525 general partner units, representing its 2% general partner interest in the Issuer.
- F4All 36,951,515 issued and outstanding subordinated units representing limited partner interests in the Issuer were converted into Common Units on a one-for-one basis, effective August 17, 2015, upon the expiration of the subordination period as set forth in the Issuer's First Amended and Restated Agreement of Limited Partnership.