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 MPLX LP

200 E. HARDIN STREET

(Street)

FINDLAY

45840

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MPLX LP [ MPLX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2018

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 Units (Limited Partner Interests)	12/20/2018		A		5,265	A	$31.255	105,984⁽¹⁾	D
Common Units (Limited Partner Interests)	12/20/2018		F		3,167	D	$31.255	102,817	D
Common Units (Limited Partner Interests)								26,750	I	By Revocable Trust⁽²⁾
Common Units (Limited Partner Interests)								1,576.612⁽³⁾⁽⁴⁾	I	As UTMA custodian for minor grandchild 1
Common Units (Limited Partner Interests)								1,576.612⁽³⁾⁽⁴⁾	I	As UTMA custodian for minor grandchild 2
Common Units (Limited Partner Interests)								1,576.612⁽³⁾⁽⁴⁾	I	As UTMA custodian for minor grandchild 3
Common Units (Limited Partner Interests)								1,576.612⁽³⁾⁽⁴⁾	I	As UTMA custodian for minor grandchild 4
Common Units (Limited Partner Interests)								1,576.612⁽³⁾⁽⁴⁾	I	As UTMA custodian for minor grandchild 5
Common Units (Limited Partner Interests)								1,500⁽³⁾⁽⁴⁾	I	As UTMA custodian for minor grandchild 6
Common Units (Limited Partner Interests)								95,780⁽⁵⁾	I	By GRAT⁽⁶⁾

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)

Explanation of Responses:

1. Adjusted to reflect the fact the tax withholding reported on the Form 4 filed on October 3, 2018 did not occur and adjusted per footnote five below.

2. By Gary R. Heminger Revocable Trust.

3. The reporting person disclaims beneficial ownership of these units, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The units are held in UTMA accounts for the benefit of Mr. Heminger's minor grandchildren. Mr. Heminger is the custodian and maintains investment control over the accounts.

5. On December 21, 2018 the Reporting Person contributed 95,780 units to a grantor retained annuity trust ("GRAT") for the benefit of himself and his two adult children. These trust holdings consist of those units, which were previously reported as directly owned on prior Forms 4.

6. By Gary R. Heminger Irrevocable GRAT.

Remarks:

The Reporting Person is the Chairman of the Board of Directors and the Chief Executive Officer of MPLX GP LLC, the general partner of the Issuer. The Issuer is managed by the directors and executive officers of MPLX GP LLC.

	/s/ Molly R. Benson, Attorney-in-Fact for Gary R. Heminger	12/26/2018
	** 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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