Marathon Petroleum (MPC) Form 4 Change in insider ownership

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^*

Marathon Petroleum Corp

(Last) (First) (Middle)

539 S. MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MPLX LP [ MPLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Units (Limited Partner Interests)	03/31/2016		A		22,534,002(1)(2)(3)(4)	A	(3)	79,466,136	I	See Footnotes(1)(2)(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

Marathon Petroleum Corp

(Last) (First) (Middle)

539 S. MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPC Investment LLC

(Last) (First) (Middle)

539 S. MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPLX GP LLC

(Last) (First) (Middle)

200 E. HARDIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPLX Logistics Holdings LLC

(Last) (First) (Middle)

200 E. HARDIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

Explanation of Responses:

1. This 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.

2. The 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.

3. Pursuant to the Membership Interests Contribution Agreement dated March 14, 2016, among the Issuer, MPLX Logistics Holdings, the General Partner, and MPC Investment, on March 31, 2016, the Issuer acquired all of the membership interests in Hardin Street Marine LLC from MPC Investment through a series of intercompany contributions in exchange for Issuer equity valued at approximately $600 million, consisting of: 22,534,002 common units issued to MPLX Logistics Holdings and 459,878 general partner units issued to the General Partner. The common units issued were calculated by dividing $588 million by $26.0939, the simple average of the Issuer's 10-day trailing volume weighted average NYSE price for the 10 trading days preceding March 14, 2016. MPC and MPC Investment both may be deemed to indirectly beneficially own the securities of the Issuer directly held by MPLX Logistics Holdings, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

4. The General Partner directly owns 7,506,460 general partner units, representing its 2% general partner interest in the Issuer.

Remarks:

	/s/ Molly R. Benson, Vice President, Corporate Secretary and Chief Compliance Officer, Marathon Petroleum Corporation	04/04/2016
	/s/ Molly R. Benson, Vice President, Corporate Secretary and Chief Compliance Officer, MPC Investment LLC	04/04/2016
	/s/ Molly R. Benson, Vice President and Corporate Secretary, MPLX GP LLC	04/04/2016
	/s/ Molly R. Benson, Assistant Secretary, MPLX Logistics Holdings LLC	04/04/2016
	** Signature of Reporting Person	Date
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