MPLX Form 3 Initial statement of insider ownership

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^*

MPLX Holdings Inc.

(Last) (First) (Middle)

539 S. MAIN ST.

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2016

3. Issuer Name and Ticker or Trading Symbol
MPLX LP [ MPLX ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)
Class A Units	28,554,313(1)(2)(3)	I(1)(2)(3)	See Footnotes(1)(2)(3)
Common Units (Limited Partner Interests)	79,466,136(1)(3)	I(1)(3)	See Footnotes(1)(3)

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

Explanation of Responses:

1. Pursuant to a Master Reorganization Agreement effective September 1, 2016 by and among MPLX Holdings Inc. ("Holdings"), MarkWest Energy Partners, L.P., MWE GP LLC, MPLX LP ("MPLX"), MPLX GP LLC ("the "General Partner"), MPC Investment LLC ("MPC Investment"), MPLX Logistics Holdings LLC ("Logistics Holdings") and MarkWest Hydrocarbon, L.L.C. ("Hydrocarbon"), Holdings became a part of a reporting group which includes Marathon Petroleum Corporation ("MPC"), MPC Investment, the General Partner, Hydrocarbon and Logistics Holdings. MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests or stock in the General Partner, Logistics Holdings and Holdings. Holdings owned all of the membership interests in Hydrocarbon as of September 1, 2016. Accordingly, the General Partner, Logistics Holdings, Holdings and Hydrocarbon were all indirect wholly-owned subsidiaries of MPC as of the September 1, 2016.

2. Hydrocarbon, a wholly-owned subsidiary of Holdings, owned all of the Issuer's Class A units as of September 1, 2016.

3. As of September 1, 2016, the General Partner directly owned 7,630,225 general partner units, representing its 2% general partner interest in the Issuer and Logistics Holdings beneficially owned 79,466,136 common units representing limited partnership interests in the Issuer. MPC Investment owns all of the membership interests in Logistics Holdings and the General Partner, and MPC owns all of the membership interest in MPC Investment. Accordingly, MPC, MPC Investment and Holdings may be deemed to have indirectly beneficially owned the securities directly held by the General Partner, Logistics Holdings and Hydrocarbon but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

Remarks:

	/s/ Molly R. Benson, Director and Secretary, MPLX Holdings Inc.	09/06/2016
	** 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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