Sec Form 4 Filing - Kelley Thomas M. @ Marathon Petroleum Corp - 2018-05-30

Insider filing report for Changes in Beneficial Ownership
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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
Kelley Thomas M.
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)
Sr. Vice President, Marketing
(Last) (First) (Middle)
C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/30/2018
(Street)
FINDLAY, OH45840
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 05/30/2018 M 14,818 A $ 20.775 51,868.8691 D
Common Stock 05/30/2018 M 10,000 A $ 20.845 61,868.8691 D
Common Stock 05/30/2018 S 14,818 D $ 79.41 ( 1 ) 47,050.8691 D
Common Stock 05/30/2018 S 10,000 D $ 79.55 ( 2 ) 37,050.8691 D
Common Stock 2,974.041 ( 3 ) 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 (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
Stock Option (right to buy) $ 20.845 ( 4 ) 05/30/2018 M 10,000 ( 4 ) 02/23/2012( 5 ) 02/23/2021 Common Stock 10,000 ( 4 ) $ 0 0 D
Stock Option (right to buy) $ 20.775 ( 6 ) 05/30/2018 M 14,818 ( 6 ) 03/01/2013( 7 ) 03/01/2022 Common Stock 14,818 ( 6 ) $ 0 30,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kelley Thomas M.
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
FINDLAY, OH45840
Sr. Vice President, Marketing
Signatures
/s/ Molly R. Benson, Attorney-in-Fact for Thomas M. Kelley 06/01/2018
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 $79.31 to $79.60, 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) and (2) 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 $79.48 to $79.60, 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) and (2) to this Form 4.
( 3 )Reflects the deduction of an administrative fee in the amount of .018 shares.
( 4 )This option was previously reported as covering 21,125 shares at an exercise price of $41.69 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.
( 5 )This option, in the adjusted amount of 42,250, was exercisable as follows: 14,082 shares on February 23, 2012, 14,084 shares on February 23, 2013 and 14,084 shares on February 23, 2014. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.
( 6 )This option was previously reported as covering 22,409 shares at an exercise price of $41.55 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.
( 7 )This option, in the adjusted amount of 44,818, was exercisable as follows: 14,938 shares on March 1, 2013, 14,940 shares on March 1, 2014 and 14,940 shares on March 1, 2015. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

Remarks:
Senior Vice President, Marketing

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