Suzanne Gagle Form 3 Marathon Petroleum / Suzanne Gagle ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gagle Suzanne

(Last) (First) (Middle)

C/O MARATHON PETROLEUM CORPORATION

539 S. MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2016

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP and General Counsel

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,132	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	05/25/2012	05/25/2021	Common Stock	8,080	22.36	D
Stock Option (right to buy)	12/05/2012	12/05/2021	Common Stock	1,310	17.2	D
Stock Option (right to buy)	04/02/2013	04/02/2022	Common Stock	4,210	21.72	D
Stock Option (right to buy)	04/01/2014(1)	04/01/2023	Common Stock	2,370	44.915	D
Stock Option (right to buy)	04/01/2015(2)	04/01/2024	Common Stock	3,006	44.77	D
Stock Option (right to buy)	04/01/2016(3)	04/01/2025	Common Stock	4,120	50.88	D

Explanation of Responses:

1. 790 shares vest on April 1, 2016.

2. 2,004 shares vest in annual installments of 1,002 shares on April 1, 2016 and 1,002 shares on April 1, 2017.

3. Vests in annual installments of 1,372 shares on April 1, 2016, 1,374 shares on April 1, 2017 and 1,374 shares on April 1, 2018.

Remarks:

Vice President and General Counsel

	/s/ Molly R. Benson, Attorney-in-Fact for Suzanne Gagle	03/01/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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