Sec Form 4 Filing - BUNCH CHARLES E @ Marathon Petroleum Corp - 2018-10-01

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
BUNCH CHARLES E
2. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp [ MPC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2018
(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 10/01/2018 A 115 A 14,060.328 ( 4 ) D
Common Stock 10/01/2018 A 409.438 A $ 0 14,469.766 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
BUNCH CHARLES E
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
FINDLAY, OH45840
X
Signatures
/s/ Molly R. Benson, Attorney-in-Fact for Charles E. Bunch 10/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for 71 shares of Andeavor common stock in connection with the merger of Mahi Inc., a wholly owned subsidiary of the Issuer, with and into Andeavor on October 1, 2018, with Andeavor as the surviving entity (the "Merger").
( 2 )In connection with the Merger, holders of Andeavor common stock elected to receive, per share of Andeavor common stock, 1.87 shares of Issuer common stock or $152.27 in cash, subject to allocation and proration provisions set forth in the merger agreement, with cash paid in lieu of fractional shares. On the effective date of the Merger, the closing price of Issuer common stock was $82.43 per share.
( 3 )All reported amounts are estimated as of October 3, 2018 based on preliminary information with respect to the Merger and such cash/stock elections. Final amounts will be reported in a subsequent filing.
( 4 )Includes 46.868 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

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