Thomas M. Kelley Form 4 Marathon Petroleum / Thomas M. Kelley 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^*

Kelley Thomas M.

(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)
Sr. Vice President, Marketing

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2018

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	05/30/2018		M		14,818	A	$20.775	51,868.8691	D
Common Stock	05/30/2018		M		10,000	A	$20.845	61,868.8691	D
Common Stock	05/30/2018		S		14,818	D	$79.41(1)	47,050.8691	D
Common Stock	05/30/2018		S		10,000	D	$79.55(2)	37,050.8691	D
Common Stock								2,974.041(3)	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)	$20.845(4)	05/30/2018		M			10,000(4)	02/23/2012(5)	02/23/2021	Common Stock	10,000(4)	$0.00	0	D
Stock Option (right to buy)	$20.775(6)	05/30/2018		M			14,818(6)	03/01/2013(7)	03/01/2022	Common Stock	14,818(6)	$0.00	30,000	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 $79.31 to $79.60, 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) and (2) 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 $79.48 to $79.60, 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) and (2) to this Form 4.

3. Reflects the deduction of an administrative fee in the amount of .018 shares.

4. This option was previously reported as covering 21,125 shares at an exercise price of $41.69 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.

5. This option, in the adjusted amount of 42,250, was exercisable as follows: 14,082 shares on February 23, 2012, 14,084 shares on February 23, 2013 and 14,084 shares on February 23, 2014. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

6. This option was previously reported as covering 22,409 shares at an exercise price of $41.55 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 adjusted amount of 44,818, was exercisable as follows: 14,938 shares on March 1, 2013, 14,940 shares on March 1, 2014 and 14,940 shares on March 1, 2015. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

Remarks:

Senior Vice President, Marketing

	/s/ Molly R. Benson, Attorney-in-Fact for Thomas M. Kelley	06/01/2018
	** 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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