Anthony R. Kenney Form 4 Marathon Petroleum / Anthony R. Kenney ownership change

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^*

Kenney Anthony R.

(Last) (First) (Middle)

C/O MARATHON PETROLEUM CORPORATION

539 S. MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp [ MPC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Speedway LLC

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2017

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

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

X	Form filed by One Reporting Person
	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 Stock	11/06/2017		M		13,452	A	$10.095	114,484	D
Common Stock	11/06/2017		M		16,672	A	$10.095	131,156	D
Common Stock	11/06/2017		M		7,966	A	$12.365	139,122	D
Common Stock	11/06/2017		M		39,488	A	$12.365	178,610	D
Common Stock	11/06/2017		S		13,452	D	$62.31(1)	165,158	D
Common Stock	11/06/2017		S		16,672	D	$62.38(2)	148,486	D
Common Stock	11/06/2017		S		7,966	D	$62.23(3)	140,520	D
Common Stock	11/06/2017		S		39,488	D	$62.37(4)	101,032	D
Common Stock								7,284.408(5)	I	By 401(k) Plan

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
Stock Option (right to buy)	$10.095(6)	11/06/2017		M			13,452(6)	06/30/2011(7)	02/25/2019	Common Stock	13,452(6)	$0.00	16,672	D
Stock Option (right to buy)	$10.095(6)	11/06/2017		M			16,672(6)	06/30/2011(7)	02/25/2019	Common Stock	16,672(6)	$0.00	0	D
Stock Option (right to buy)	$12.365(8)	11/06/2017		M			7,966(8)	06/30/2011(9)	02/24/2020	Common Stock	7,966(8)	$0.00	39,488	D
Stock Option (right to buy)	$12.365(8)	11/06/2017		M			39,488(8)	06/30/2011(9)	02/24/2020	Common Stock	39,488(8)	$0.00	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.23 to $62.48, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3) and (4) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.28 to $62.51, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3) and (4) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.11 to $62.34, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3) and (4) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.28 to $62.46, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3) and (4) to this Form 4.

5. Includes 153.949 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11. Also reflects the deduction of an administrative fee in the amount of .038 shares.

6. This option was previously reported as covering 15,062 shares at an exercise price of $20.19 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.

7. This option, in the amount of 30,124, is exercisable as follows: 13,452 shares on June 30, 2011, and 16,672 shares on February 25, 2012. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

8. This option was previously reported as covering 23,727 shares at an exercise price of $24.73 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.

9. This option, in the amount of 47,454, is exercisable as follows: 7,966 shares on June 30, 2011, 19,744 shares on February 24, 2012 and 19,744 shares on February 24, 2013. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

Remarks:

	/s/ Molly R. Benson, Attorney-in-Fact for Anthony R. Kenney	11/08/2017
	** Signature of Reporting Person	Date
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