Sec Form 4 Filing - WILSON GARY EUGENE @ MARATHON OIL CORP - 2021-12-07

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 WILSON GARY EUGENE 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 (Last) (First) (Middle) C/O MARATHON OIL CORPORATION, 990 TOWN & COUNTRY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2021 (Street) HOUSTON, TX77024 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 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 (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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILSON GARY EUGENE C/O MARATHON OIL CORPORATION 990 TOWN & COUNTRY BOULEVARD HOUSTON, TX77024 VP, Controller & CAO Signatures John D. Montanti, Attorney-in-Fact for Gary Eugene Wilson 12/09/2021 Signature of Reporting Person Date

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, 20 20 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.

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).

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