Sec Form 4 Filing - Brooks Raymond L @ Marathon Petroleum Corp - 2022-05-23

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
Brooks Raymond L
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)
Ex. VP, Refining
(Last) (First) (Middle)
C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/23/2022
(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 05/23/2022 M 13,484 A $ 50.88 76,732 D
Common Stock 05/23/2022 S 13,484 D $ 97.015( 1 ) 63,248 D
Common Stock 05/23/2022 M 44,242 A $ 50.99 107,490 D
Common Stock 05/23/2022 S 44,242 D $ 96.831( 2 ) 63,248 D
Common Stock 05/23/2022 M 31,779 A $ 64.79 95,027 D
Common Stock 05/23/2022 S 31,779 D $ 96.723( 3 ) 63,248 D
Common Stock 05/23/2022 M 44,352 A $ 62.68 107,600 D
Common Stock 05/23/2022 S 44,352 D $ 96.821( 4 ) 63,248 D
Common Stock 27,054.142( 5 ) 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
Employee Stock Option (right to buy) $ 50.88 05/23/2022 M 13,484 04/01/2016( 6 ) 04/01/2025 Common Stock 13,484 $ 0 0 D
Employee Stock Option (right to buy) $ 50.99 05/23/2022 M 44,242 03/01/2018( 7 ) 03/01/2027 Common Stock 44,242 $ 0 0 D
Employee Stock Option (right to buy) $ 64.79 05/23/2022 M 31,779 03/01/2019( 8 ) 03/01/2028 Common Stock 31,779 $ 0 0 D
Employee Stock Option (right to buy) $ 62.68 05/23/2022 M 44,352 03/01/2020( 9 ) 03/01/2029 Common Stock 44,352 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brooks Raymond L
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
FINDLAY, OH45840
Ex. VP, Refining
Signatures
/s/ Molly R. Benson, Attorney-in-Fact for Raymond L. Brooks 05/25/2022
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 $97.00 to $97.06, 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, 2, 3 and 4 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 $96.81 to $96.92, 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, 2, 3 and 4 to this Form 4.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.71 to $96.81, 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, 2, 3 and 4 to this Form 4.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.78 to $96.91, 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, 2, 3 and 4 to this Form 4.
( 5 )Includes 204.195 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11. Also reflects the deduction of an administrative fees in the amount of .061 shares.
( 6 )This option, in the amount of 13,484, is exercisable as follows: 4,494 shares on April 1, 2016, 4,495 shares on April 1, 2017 and 4,495 shares on April 1, 2018.
( 7 )This option, in the amount of 44,242, is exercisable as follows: 14,747 shares on March 1, 2018, 14,747 shares on March 1, 2019 and 14,748 shares on March 1, 2020.
( 8 )This option, in the amount of 31,779, is exercisable as follows: 10,593 shares on March 1, 2019, 10,593 shares on March 1, 2020 and 10,593 shares on December 28, 2020.
( 9 )This option, in the amount of 44,352, is exercisable as follows: 14,784 shares on March 1, 2020 and 29,568 shares on December 28, 2020.

Remarks:
Executive Vice President, Refining

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