MPLX (MPLX) 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)
07/30/2019

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)	07/30/2019		A		161,295,606	A	(1)(2)(3)(4)(5)(6)	665,997,540	I	See Footnotes(1)(3)(6)
TexNew Mex Units	07/30/2019		A		80,000	A	(1)(2)(7)	80,000	I	See Footnotes(1)(6)(7)
Special Limited Partner Interest	07/30/2019		A		1	A	(1)(2)(8)	1	I	See Footnotes(1)(6)(8)

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^*

Tesoro Alaska Co LLC

(Last) (First) (Middle)

539 S. MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is submitted by Tesoro Alaska Company LLC ("TAC") with respect to certain transactions involving the securities of the Issuer by a Reporting Group consisting of 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. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), and Tesoro Logistics GP, LLC ("TLGP"). TAC is also a member of the Reporting Group and, as described below, is filing this separate Form 4 related to the same events.

2. On July 30, 2019 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019, by and among the Issuer, Andeavor Logistics LP ("ANDX"), TLGP, the General Partner and MPLX MAX LLC ("Merger Sub"), Merger Sub merged with and into ANDX (the "Merger"), with ANDX surviving the Merger as a wholly owned subsidiary of the Issuer.

3. At the Effective Time, each common unit representing limited partner interests in ANDX held by each of WRSI and TLGP was converted into the right to receive 1.0328 common units representing limited partner interests in the Issuer (such conversion, the "Common Unit Conversion"). As a result of the Common Unit Conversion, WRSI received 69,763,859 common units representing limited partner interests in the Issuer and TLGP received 91,531,747 common units representing limited partner interests in the Issuer.

4. All of the membership interests in TLGP are held by TRMC, TAC and WRSI. Accordingly, MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC.

5. The closing price of common units representing limited partner interests in the Issuer on July 29, 2019, which was the last complete trading day prior to Effective Time, was $28.51 as reported on the New York Stock Exchange. MPC and certain of the other Reporting Persons may be deemed to beneficially own all of the common units representing limited partner interests in the Issuer owned by each of WRSI and TLGP, but each disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest therein.

6. 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. WRI is a wholly owned subsidiary of Andeavor LLC. GII is a wholly owned subsidiary of WRI. WRSI is a wholly owned subsidiary of GII. TRMC and TAC are wholly owned subsidiaries of WRSI.

7. At the Effective Time, each TexNew Mex Unit of ANDX held by WRSI prior to the Effective Time was converted into the right to receive a TexNew Mex Unit of the Issuer, a new class of limited partner units in the Issuer with substantially the same rights, powers, duties and obligations as the TexNew Mex Units of ANDX. MPC and certain of the other Reporting Persons may be deemed to beneficially own all of the TexNew Mex Units of MPLX owned by WRSI, but each disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest therein.

8. At the Effective Time, the Special Limited Partnership Interest of ANDX held by WRSI prior to the Effective Time was converted into the right to receive a Special Limited Partner Interest of the Issuer, a new class of special limited partner interest in the Issuer with substantially the same rights, powers, duties and obligations as the Special Limited Partner Interest of ANDX. MPC and certain of the other Reporting Persons may be deemed to beneficially own the Special Limited Partner Interest of the Issuer owned by WRSI, but each disclaims beneficial ownership of such security except to the extent of each Reporting Person's pecuniary interest therein.

Remarks:

This Form 4 is the second of two Forms 4 being filed relating to the same events. The Form 4 has been split into two filings because there are more than ten Reporting Persons in the Reporting Group and the SEC's EDGAR filing system limits each Form 4 filing to a maximum of ten Reporting Persons. This Form 4 is filed by Tesoro Alaska Company LLC.

	/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation	08/01/2019
	/s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC	08/01/2019
	** Signature of Reporting Person	Date
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