Sec Form 4 Filing - MURPHY OIL CORP /DE @ Murphy USA Inc. - 2013-08-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MURPHY OIL CORP /DE 2. Issuer Name and Ticker or Trading Symbol Murphy USA Inc. [ MUSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 PEACH STREET, P.O. BOX 7000 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2013 (Street) EL DORADO, AR71730-7000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/30/2013 J( 1 ) 46,743,216 A $ 0 46,743,316 D Common Stock 08/30/2013 J( 2 ) 46,743,316 D $ 0 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MURPHY OIL CORP /DE 200 PEACH STREET, P.O. BOX 7000 EL DORADO, AR71730-7000 X Signatures /s/ Walter K. Compton, Senior Vice President and General Counsel 08/30/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the spin off of Murphy USA Inc. ("Murphy USA") by Murphy Oil Corporation ("Murphy Oil") and in accordance with the terms and conditions of the Separation and Distribution Agreement by and between Murphy Oil Corporation and Murphy USA Inc. dated as of August 30, 2013, 2013 (the "Separation Agreement"), Murphy Oil received 46,743,216 shares of Murphy USA common stock which, when combined with the 100 shares held by Murphy Oil prior thereto, equals the number of Murphy USA shares of common stock distributed by Murphy Oil in the Distribution, as such term is defined in the Separation Agreement. ( 2 )In connection with the spin off of Murphy USA by Murphy Oil and in accordance with the terms and conditions of the Separation Agreement, Murphy Oil effected the Distribution, as such term is defined in the Separation Agreement, on August 30, 2013, and caused to be distributed to each holder of record of Murphy Oil common stock as of August 21, 2013, the record date, by means of a pro-rata distribution, one share of Murphy USA common stock for every four shares of Murphy Oil common stock held of record by such holder as of the record 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 4(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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