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^*

Heminger Gary R

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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⁾		70,193	A	⁽¹⁾⁽²⁾	70,193	D
Common Stock	07/01/2011		A		76,896	A	$0.00	209,500⁽³⁾	D
Common Stock								4,315.543⁽⁴⁾	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 (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 Appreciation Right	$14.25	06/30/2011		A⁽¹⁾		37,228		06/30/2011	05/26/2014	Common Stock	37,228	⁽¹⁾⁽²⁾	37,228	D
Stock Option (right to buy)	$20.2	06/30/2011		A⁽¹⁾		36,659		06/30/2011	05/25/2015	Common Stock	36,659	⁽¹⁾⁽²⁾	36,659	D
Stock Option (right to buy)	$32.06	06/30/2011		A⁽¹⁾		35,979		06/30/2011	06/01/2016	Common Stock	35,979	⁽¹⁾⁽²⁾	35,979	D
Stock Option (right to buy)	$51.75	06/30/2011		A⁽¹⁾		35,512		06/30/2011	05/30/2017	Common Stock	35,512	⁽¹⁾⁽²⁾	35,512	D
Stock Option (right to buy)	$46.08	06/30/2011		A⁽¹⁾		27,589		06/30/2011	02/27/2018	Common Stock	27,589	⁽¹⁾⁽²⁾	27,589	D
Stock Option (right to buy)	$20.19	06/30/2011		A⁽¹⁾		93,571		06/30/2011⁽⁵⁾	02/25/2019	Common Stock	93,571	⁽¹⁾⁽²⁾	93,571	D
Stock Option (right to buy)	$24.73	06/30/2011		A⁽¹⁾		123,170		06/30/2011⁽⁶⁾	02/24/2020	Common Stock	123,170	⁽¹⁾⁽²⁾	123,170	D
Stock Option (right to buy)	$41.69	06/30/2011		A⁽¹⁾		118,372		02/23/2012⁽⁷⁾	02/23/2021	Common Stock	118,372	⁽¹⁾⁽²⁾	118,372	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 62,411 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.

4. These shares were acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.

5. 51,784 shares vest on February 25, 2012.

6. 102,491 shares vest in annual installments of 51,245 shares on February 24, 2012 and 51,246 shares on February 24, 2013, respectively.

7. Vests in annual installments of 39,457 shares on February 23, 2012, 39,457 shares on February 23, 2013 and 39,458 shares on February 23, 2014, respectively.

Remarks:

	/s/ Molly R. Benson, Attorney-in-Fact for Gary R. Heminger	07/05/2011
	** 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).
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