Raymond L Brooks Form 4 Marathon Petroleum / Raymond L Brooks 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^*

Brooks Raymond L

(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)
Ex. VP, Refining

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2022

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	02/04/2022		M		7,596	A	$44.915	65,829	D
Common Stock	02/04/2022		S		7,596	D	$78.477(1)	58,233	D
Common Stock	02/04/2022		M		8,790	A	$44.77	67,023	D
Common Stock	02/04/2022		S		8,790	D	$78.512(2)	58,233	D
Common Stock	02/04/2022		M		54,163	A	$34.63	112,396	D
Common Stock	02/04/2022		S		54,163	D	$78.393(3)	58,233	D
Common Stock								26,850.021	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
Employee Stock Option (right to buy)	$44.915	02/04/2022		M			7,596	04/01/2014(4)	04/01/2023	Common Stock	7,596	$0.00	0	D
Employee Stock Option (right to buy)	$44.77	02/04/2022		M			8,790	04/01/2015(5)	04/01/2024	Common Stock	8,790	$0.00	0	D
Employee Stock Option (right to buy)	$34.63	02/04/2022		M			54,163	03/01/2017(6)	03/01/2026	Common Stock	54,163	$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 $78.47 to $78.48, 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 and 3 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 $78.51 to $78.52. 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 and 3 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 $78.35 to $78.50, 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 and 3 to this Form 4.

4. This option, in the amount of 7,596, is exercisable as follows: 2,532 shares on April 1, 2014, 2,532 shares on April 1, 2015 and 2,532 shares on April 1, 2016.

5. This option, in the amount of 8,790, is exercisable as follows: 2,930 shares on April 1, 2015, 2,930 shares on April 1, 2016 and 2,930 shares on April 1, 2017.

6. This option, in the amount of 54,163, is exercisable as follows: 18,054 shares on March 1, 2017, 18,054 shares on March 1, 2018 and 18,055 shares on March 1, 2019.

Remarks:

Executive Vice President, Refining

	/s/ Molly R. Benson, Attorney-in-Fact for Raymond L. Brooks	02/08/2022
	** Signature of Reporting Person	Date
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