SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kerrigan Sylvia J

(Last) (First) (Middle)
C/O MARATHON OIL CORPORATION
5555 SAN FELIPE RD.

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
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)
V.P., Gen. Counsel & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Marathon Oil Corporation Common Stock 05/11/2011 M 3,734 A $16.805 31,757.088 D
Marathon Oil Corporation Common Stock 05/11/2011 D 1,230 D $51.04 30,527.088 D
Marathon Oil Corporation Common Stock 05/11/2011 F 729 D $51.04 29,798.088 D
Marathon Oil Corporation Common Stock 05/11/2011 M 9,600 A $25.835 39,398.088 D
Marathon Oil Corporation Common Stock 05/11/2011 S 1,800 D $51.03 37,598.088 D
Marathon Oil Corporation Common Stock 05/11/2011 S 1,800 D $51.04 35,798.088 D
Marathon Oil Corporation Common Stock 05/11/2011 S 2,475 D $51.05 33,323.088 D
Marathon Oil Corporation Common Stock 05/11/2011 S 4,500 D $51.06 28,823.088 D
Marathon Oil Corporation Common Stock 05/11/2011 S 800 D $51.07 28,023.088 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 Appreciation Right $16.805 05/11/2011 M 3,734 05/26/2005 (1) 05/26/2014 Common Stock 3,734 $0.00 0 D
Employee Stock Option (Right to Buy) $25.835 05/11/2011 M 9,600 06/10/2006 (2) 06/10/2015 Common Stock 9,600 $0.00 0 D
Explanation of Responses:
1. Vested in cumulative annual installments of 1,866, 1,867 and 1,867 shares on May 26, 2005, 2006 and 2007, respectively.
2. Vested in cumulative equal annual installments of 3,800 shares on June 10, 2006, 2007 and 2008, respectively.
Remarks:
R. J. Kolencik, Attorney-in-Fact for Sylvia J. Kerrigan 05/12/2011
** Signature of Reporting Person 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.