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*
Marathon Petroleum Corp

(Last) (First) (Middle)
539 S. MAIN STREET

(Street)
FINDLAY OH 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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/04/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class A Units 12/04/2015 A 28,554,313(1)(2)(3)(4)(5) A (5) 28,554,313 I See Footnotes(1)(2)(3)(4)(5)
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
1. Name and Address of Reporting Person*
Marathon Petroleum Corp

(Last) (First) (Middle)
539 S. MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MPC Investment LLC

(Last) (First) (Middle)
539 S. MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MPLX GP LLC

(Last) (First) (Middle)
200 E. HARDIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MPLX Logistics Holdings LLC

(Last) (First) (Middle)
200 E. HARDIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is filed jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), and MPLX Logistics Holdings LLC ("MPLX Logistics Holdings"), with respect to the Issuer's Class A units.
2. MarkWest Hydrocarbon, Inc., an indirect wholly-owned subsidiary of the Issuer, owns all of the Issuer's Class A units.
3. The General Partner directly owns 6,800,475 general partner units, representing its 2% general partner interest in the Issuer and MPLX Logistics Holdings LLC beneficially owns 56,932,134 common units representing limited partnership interests in the Issuer. MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests in both the General Partner and MPLX Logistics Holdings. Accordingly, the General Partner and MPLX Logistics Holdings are both indirect wholly-owned subsidiaries of MPC.
4. MPC Investment owns all of the membership interests in both the General Partner and MPLX Logistics Holdings, and MPC owns all of the membership interest in MPC Investment. Accordingly, MPC, MPC Investment, the General Partner and MPLX Logistics Holdings may be deemed to indirectly beneficially own the securities of the Issuer directly held by MarkWest Hydrocarbon, Inc., but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
5. Received in exchange for 22,640,000 MarkWest Energy Partners, L.P. ("MarkWest") Class A units in connection with the merger of Sapphire Holdco LLC, a wholly-owned subsidiary of the Issuer, with and into MarkWest on December 4, 2015, with MarkWest as the surviving entity (the "Merger"). The MarkWest Class A units outstanding immediately prior to the effective time of the Merger were converted into the specified number of Issuer Class A units having substantially similar rights and obligations that the MarkWest Class A units had immediately prior to the effective time.
Remarks:
/s/ J. Michael Wilder, Vice President, General Counsel and Secretary, Marathon Petroleum Corporation 12/08/2015
/s/ J. Michael Wilder, Vice President, General Counsel and Secretary, MPC Investment LLC 12/08/2015
/s/ Molly R. Benson, Assistant Secretary, MPLX GP LLC 12/08/2015
/s/ Molly R. Benson, Assistant Secretary, MPLX Logistics Holdings LLC 12/08/2015
** 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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