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*
Gagle Suzanne
(Last) (First) (Middle)
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
(Street)
FINDLAY OH 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)
Gen Counsel and SVP Gov Aff
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2023
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)
Code V Amount (A) or (D) Price
Common Stock 04/03/2023 M 13,484 A $50.99 59,481 D
Common Stock 04/03/2023 S(1) 13,484 D $137.23 45,997 D
Common Stock 04/03/2023 M 6,909 A $64.79 52,906 D
Common Stock 04/03/2023 S(1) 6,909 D $137.23 45,997 D
Common Stock 04/03/2023 M 15,063 A $62.68 61,060 D
Common Stock 04/03/2023 S(1) 15,063 D $137.23 45,997 D
Common Stock 04/03/2023 M 24,565 A $47.73 70,562 D
Common Stock 04/03/2023 S(1) 24,565 D $137.23 45,997 D
Common Stock 04/04/2023 M 13,483 A $50.99 59,480 D
Common Stock 04/04/2023 S(1) 13,483 D $134.28 45,997 D
Common Stock 04/04/2023 M 6,908 A $64.79 52,905 D
Common Stock 04/04/2023 S(1) 6,908 D $134.28 45,997 D
Common Stock 04/04/2023 M 15,063 A $62.68 61,060 D
Common Stock 04/04/2023 S(1) 15,063 D $134.28 45,997 D
Common Stock 04/04/2023 M 24,565 A $47.73 70,562 D
Common Stock 04/04/2023 S(1) 24,565 D $134.28 45,997 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $50.99 04/03/2023 M 13,484 03/01/2018(2) 03/01/2027 Common Stock 13,484 $0.00 13,483 D
Employee Stock Option (right to buy) $64.79 04/03/2023 M 6,909 03/01/2019(3) 03/01/2028 Common Stock 6,909 $0.00 6,908 D
Employee Stock Option (right to buy) $62.68 04/03/2023 M 15,063 03/01/2020(4) 03/01/2029 Common Stock 15,063 $0.00 15,063 D
Employee Stock Option (right to buy) $47.73 04/03/2023 M 24,565 03/01/2021(5) 03/01/2030 Common Stock 24,565 $0.00 24,565 D
Employee Stock Option (right to buy) $50.99 04/04/2023 M 13,483 03/01/2018(2) 03/01/2027 Common Stock 13,483 $0.00 0 D
Employee Stock Option (right to buy) $64.79 04/04/2023 M 6,908 03/01/2019(3) 03/01/2028 Common Stock 6,908 $0.00 0 D
Employee Stock Option (right to buy) $62.68 04/04/2023 M 15,063 03/01/2020(4) 03/01/2029 Common Stock 15,063 $0.00 0 D
Employee Stock Option (right to buy) $47.73 04/04/2023 M 24,565 03/01/2021(5) 03/01/2030 Common Stock 24,565 $0.00 0 D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 22, 2022.
2. This option, in the amount of 26,967, is exercisable as follows: 8,989 shares on March 1, 2018, 8,989 shares on March 1, 2019 and 8,989 shares on March 1, 2020.
3. This option, in the amount of 13,817, is exercisable as follows: 4,605 shares on March 1, 2019, 4,606 shares on March 1, 2020 and 4,606 shares on December 28, 2020.
4. This option, in the amount of 30,126, is exercisable as follows: 10,042 shares on March 1, 2020 and 20,084 shares on December 28, 2020.
5. This option, in the amount of 49,130, is exercisable as follows: 16,376 shares on March 1, 2021, 16,377 shares on March 1, 2022 and 16,377 shares on March 1, 2023.
Remarks:
General Counsel and Senior Vice President, Government Affairs
/s/ Molly R. Benson, Attorney-in-Fact for Suzanne Gagle 04/05/2023
** 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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