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

OMB APPROVAL

OMB Number:			3235-0287
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^*

Braddock Michael G.

(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 and Controller

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	07/01/2011		A		4,740	A	$0.00	4,830⁽¹⁾	D
Common Stock								990.142⁽²⁾	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⁽³⁾		413		06/30/2011	05/26/2014	Common Stock	413	⁽³⁾⁽⁴⁾	413	D
Stock Option (right to buy)	$21.9	06/30/2011		A⁽³⁾		539		06/30/2011	06/10/2015	Common Stock	539	⁽³⁾⁽⁴⁾	539	D
Stock Option (right to buy)	$32.06	06/30/2011		A⁽³⁾		1,332		06/30/2011	06/01/2016	Common Stock	1,332	⁽³⁾⁽⁴⁾	1,332	D
Stock Option (right to buy)	$51.75	06/30/2011		A⁽³⁾		1,618		06/30/2011	05/30/2017	Common Stock	1,618	⁽³⁾⁽⁴⁾	1,618	D
Stock Option (right to buy)	$43.38	06/30/2011		A⁽³⁾		1,288		06/30/2011	05/28/2018	Common Stock	1,288	⁽³⁾⁽⁴⁾	1,288	D
Stock Option (right to buy)	$24.79	06/30/2011		A⁽³⁾		9,131		06/30/2011⁽⁵⁾	05/27/2019	Common Stock	9,131	⁽³⁾⁽⁴⁾	9,131	D
Stock Option (right to buy)	$25.74	06/30/2011		A⁽³⁾		11,660		06/30/2011⁽⁶⁾	05/26/2020	Common Stock	11,660	⁽³⁾⁽⁴⁾	11,660	D
Stock Option (right to buy)	$44.72	06/30/2011		A⁽³⁾		20,120		05/25/2012⁽⁷⁾	05/25/2021	Common Stock	20,120	⁽³⁾⁽⁴⁾	20,120	D

Explanation of Responses:

1. Includes 90 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off").

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

3. Adjusted distribution resulting from the Spin-Off.

4. 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.

5. 5,054 shares vest on May 27, 2012.

6. 9,703 shares vest in annual installments of 4,851 on May 26, 2012 and 4,852 shares vest on May 26, 2013, respectively.

7. Vests in annual installments of 6,706 shares on May 25, 2012, 6,707 shares on May 25, 2013 and 6,707 shares on May 25, 2014, respectively.

Remarks:

	/s/ Molly R. Benson, Attorney-in-Fact for Michael G. Braddock	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).
** 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.