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^*

SMITH DAVID J H

(Last)

(First)

(Middle)

200 PEACH STREET

P.O. BOX 7000

(Street)

EL DORADO

71731-7000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MURPHY OIL CORP /DE [ MUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Retired Director

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2014

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	05/14/2014		M		12,257⁽¹⁾⁽²⁾⁽³⁾	A	$0	49,142	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)
Restricted Stock Unit⁽⁴⁾	$0⁽⁶⁾	05/14/2014		M			4,052⁽¹⁾⁽²⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	4,052	$0	7,706	D
Restricted Stock Unit⁽⁴⁾	$0⁽⁶⁾	05/14/2014		M			4,052⁽¹⁾⁽²⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	4,052	$0	3,654	D
Restricted Stock Unit⁽⁵⁾	$0⁽⁶⁾	05/14/2014		M			3,654⁽³⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	3,654	$0	0	D

Explanation of Responses:

1. Original award of 3,660 time-based restricted stock units were adjusted by a ratio of 1.1070 on September 6, 2013 as a result of the spin-off of Murphy USA Inc.

2. Represents Restricted Stock Units (RSUs) that have vested and settled in shares of the Company's stock on a one-for-one basis due to the retirement of the reporting person on May 14, 2014. Pursuant to the terms of the time-based grant awarded under the 2008 Stock Plan for Non-Employee Directors, the total includes 100% of the original award, plus shares equivalent in value to accumulated dividends.

3. Represents Restricted Stock Units (RSUs) that have vested and settled in shares of the Company's stock on a one-for-one basis due to the retirement of the reporting person on May 14, 2014. Pursuant to the terms of the time-based grant awarded under the 2013 Stock Plan for Non-Employee Directors, the total includes 100% of the original award, plus shares equivalent in value to accumulated dividends.

4. Restricted Stock Unit Award granted under the 2008 Stock Plan for Non-Employee Directors.

5. Restricted Stock Unit Award granted under the 2013 Stock Plan for Non-Employee Directors.

6. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

	/s/ E. Ted Botner, attorney-in-fact	05/15/2014
	** 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).
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