SEC FORM 4

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

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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^*

BEALL PAMELA KM

(Last)

(First)

(Middle)

C/O MARATHON PETROLEUM CORPORATION

539 S. MAIN STREET

(Street)

FINDLAY

45840

(City)

(State)

(Zip)

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)
	Vice President (See Remarks)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2011		A⁽¹⁾		9,793	A	⁽¹⁾⁽²⁾	10,755⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$32.06	06/30/2011		A⁽¹⁾		12,374		06/30/2011	06/01/2016	Common Stock	12,374	⁽¹⁾⁽²⁾	12,374	D
Stock Option (right to buy)	$51.75	06/30/2011		A⁽¹⁾		8,568		06/30/2011	05/30/2017	Common Stock	8,568	⁽¹⁾⁽²⁾	8,568	D
Stock Option (right to buy)	$46.08	06/30/2011		A⁽¹⁾		3,710		06/30/2011	02/27/2018	Common Stock	3,710	⁽¹⁾⁽²⁾	3,710	D
Stock Option (right to buy)	$20.19	06/30/2011		A⁽¹⁾		6,487		02/25/2012	02/25/2019	Common Stock	6,487	⁽¹⁾⁽²⁾	6,487	D
Stock Option (right to buy)	$24.73	06/30/2011		A⁽¹⁾		17,771		06/30/2011⁽⁴⁾	02/24/2020	Common Stock	17,771	⁽¹⁾⁽²⁾	17,771	D
Stock Option (right to buy)	$41.69	06/30/2011		A⁽¹⁾		19,000		02/23/2012⁽⁵⁾	02/23/2021	Common Stock	19,000	⁽¹⁾⁽²⁾	19,000	D

Explanation of Responses:

1. Adjusted distribution resulting from the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off").

2. Amounts reported in this row are estimated as of July 5, 2011 based on preliminary information regarding the Spin-Off; final amounts, if different, will be reported in a subsequent filing.

3. Includes 962 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.

4. 14,788 shares vest in annual installments of 7,394 shares on February 24, 2012 and 7,394 shares on February 24, 2013, respectively.

5. Vests in annual installments of 6,332 shares on February 23, 2012, 6,334 shares on February 23, 2013 and 6,334 shares on February 23, 2014, respectively.

Remarks:

Vice President, Investor Relations and Government & Public Affairs

	/s/ Molly R. Benson, Attorney-in-Fact for Pamela K.M. Beall	07/05/2011
	** Signature of Reporting Person	Date
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