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)
02/01/2021

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
TexNew Mex Units	02/01/2021		D		80,000	D	(1)(2)(3)	0	I	See Footnotes (1) (2) (3)

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 Logistics Holdings LLC

(Last) (First) (Middle)

200 E. HARDIN 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^*

ANDEAVOR LLC

(Last) (First) (Middle)

539 S. MAIN ST.

(Street)

FINDLAY OH 45840-3229

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Western Refining, Inc.

(Last) (First) (Middle)

539 S. MAIN ST.

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TTC Holdings LLC

(Last) (First) (Middle)

539 S. MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Giant Industries, Inc.

(Last) (First) (Middle)

539 S. MAIN ST.

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is submitted jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), MPLX Logistics Holdings LLC ("Logistics Holdings"), Andeavor LLC, Western Refining, Inc. ("Western Refining"), TTC Holdings LLC ("TTC Holdings") and Giant Industries, Inc. ("Giant"). MPC Investment, a direct wholly owned subsidiary of MPC, owns all of the membership interests in the General Partner and Logistics Holdings. Andeavor LLC is a wholly owned subsidiary of MPC. Western Refining is a wholly owned subsidiary of Andeavor LLC. TTC Holdings is a wholly owned subsidiary of Western Refining. Giant is a wholly owned subsidiary of TTC Holdings.

2. MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, Western Refining, TTC Holdings and Giant are all direct or indirect wholly owned subsidiaries of MPC. The General Partner owns the general partner interest in the Issuer. MPC Investment, the General Partner, Logistics Holdings and Giant each own common units representing limited partnership interests in the Issuer. Giant also owns the Special Limited Partner Interest in the Issuer. MPC and certain of the other Reporting Persons may be deemed to beneficially own all or a portion of the securities in the Issuer owned by these subsidiaries of MPC but each disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest therein.

3. On February 1, 2021, the General Partner and the Issuer entered into a waiver, conveyance and cancellation agreement (the "Waiver Agreement") with Giant pursuant to which, among other things, (i) Giant conveyed, transferred and assigned to the Partnership all of Giant's right, title and interest in the TexNew Mex Units in the Issuer and (ii) the capital account associated with or attributable to the TexNew Mex Units was reassigned to the capital account associated with and attributable to the Special Limited Partner Interest in the Partnership, following which the TexNew Mex Units were immediately cancelled and ceased to exist.

Remarks:

	/s/ Molly R. Benson, Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation	02/03/2021
	/s/ Molly R. Benson, Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary, MPC Investment LLC	02/03/2021
	/s/ Molly R. Benson, Vice President and Assistant Secretary, MPLX Logistics Holdings LLC	02/03/2021
	/s/ Molly R. Benson, Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary, MPLX GP LLC	02/03/2021
	/s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC	02/03/2021
	/s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc.	02/03/2021
	/s/ Molly R. Benson, Vice President and Secretary, TTC Holdings LLC	02/03/2021
	/s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc.	02/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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