SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MARATHON OIL CORP [ MRO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/04/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Marathon Oil Corporation Common Stock | 01/04/2016 | A | 13,650.546(1) | A | $0.00 | 110,471.6496(2) | D | |||
| Marathon Oil Corporation Common Stock | 01/04/2016 | D | 0.217(3) | D | $12.82 | 110,471.4326 | D | |||
| Marathon Oil Corporation Common Stock | 3,230.663(4) | I | Trust(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Explanation of Responses: |
| 1. Non-Retainer Annual Director Stock Unit Award granted under Marathon Oil Corporation 2012 Incentive Compensation Plan. The annual non-retainer stock based compensation represented by these common stock units are credited to an unfunded account. These common stock units, along with their accrued dividend equivalent rights, will vest on January 4, 2019 and be payable in shares of common stock. |
| 2. Includes dividends of 3,154.6464 shares previously not reported pursuant to Rule 16a-11. |
| 3. Funds received from Issuer for fractional Non-Retainer Annual Director Stock Units upon vesting of common stock units on January 4, 2016 and payable in whole shares of common stock. |
| 4. Includes dividends of 104.7511 shares previously not reported pursuant to Rule 16a-11. |
| 5. The shares are held by the reporting person's spouse's irrevocable defective grantor trust ("Spouse's Trust"). The reporting person is the trustee of the Spouse's Trust and the reporting person's spouse is the settlor of the Spouse's Trust. The beneficiaries under the Spouse's Trust are the children of the reporting person and spouse. |
| Remarks: |
| Sam A. Mazzu, Attorney-in-Fact for Philip Lader | 01/05/2016 | |
| ** 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 Number. | ||