Gary Eugene Wilson Form 4 MARATHON OIL / GARY EUGENE WILSON 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^*

WILSON GARY EUGENE

(Last) (First) (Middle)

C/O MARATHON OIL CORPORATION

990 TOWN & COUNTRY BOULEVARD

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARATHON OIL CORP [ MRO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021

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	12/07/2021		M		48,000	A	$7.22	151,066	D
Common Stock	12/07/2021		S		48,000	D	$16.3665(1)	103,066	D
Common Stock	12/07/2021		M		19,018	A	$15.76	122,084	D
Common Stock	12/07/2021		S		19,018	D	$16.3702(2)	103,066	D
Common Stock	12/07/2021		M		21,740	A	$14.52	124,806	D
Common Stock	12/07/2021		S		21,740	D	$16.368(2)	103,066	D
Common Stock	12/07/2021		M		10,416	A	$10.47	113,482	D
Common Stock	12/07/2021		S		10,416	D	$16.3645(3)	103,066	D
Common Stock								5,938.064	I	By 401(k)

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
Employee Stock Option (Right to Buy)	$7.22	12/07/2021		M			48,000	(4)	02/24/2026	Common Stock	48,000	$0	0	D
Employee Stock Option (Right to Buy)	$15.76	12/07/2021		M			19,018	(5)	02/22/2027	Common Stock	19,018	$0	0	D
Employee Stock Option (Right to Buy)	$14.52	12/07/2021		M			21,740	(6)	02/28/2028	Common Stock	21,740	$0	0	D
Employee Stock Option (Right to Buy)	$10.47	12/07/2021		M			10,416	(7)	02/19/2030	Common Stock	10,416	$0	20,834	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 $16.35 to $16.41, inclusive. The reporting person undertakes to provide to Marathon Oil Corporation, any security holder of Marathon Oil 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 range set forth herein.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.345 to $16.395, inclusive. The reporting person undertakes to provide to Marathon Oil Corporation, any security holder of Marathon Oil 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 range set forth herein.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.360 to $16.385, inclusive. The reporting person undertakes to provide to Marathon Oil Corporation, any security holder of Marathon Oil 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 range set forth herein.

4. This stock option (the "Employee Stock Option") to acquire 48,000 shares of the common stock of Marathon Oil Corporation was granted on February 24, 2016 and vested in equal installments of 16,000 options on each of February 24, 2017, February 24, 2018 and February 24, 2019.

5. This stock option (the "Employee Stock Option") to acquire 19,018 shares of the common stock of Marathon Oil Corporation was granted on February 22, 2017 and vested as follows: 6,339 options on February 22, 2018, 6,339 options on February 22, 2019, and 6,340 options on February 22, 2020.

6. This stock option (the "Employee Stock Option") to acquire 21,740 shares of the common stock of Marathon Oil Corporation was granted on February 28, 2018 and vested as follows: 7,246 options on February 28, 2019, 7,247 options on February 28, 2020, and 7,247 options on February 28, 2021.

7. This stock option (the "Employee Stock Option") to acquire 31,250 shares of the common stock of Marathon Oil Corporation was granted on February 19, 2020 and vests as follows: 10,416 options on February 19, 2021, 10,417 options on February 19, 2022, and 10,417 options on February 19, 2023.

Remarks:

	John D. Montanti, Attorney-in-Fact for Gary Eugene Wilson	12/09/2021
	** 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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