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^*

Kelley Thomas M.

(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)
	Sr. Vice President, Marketing

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2017

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	06/14/2017		M		8,200	A	$12.395	42,853.2906⁽¹⁾	D
Common Stock	06/14/2017		S		8,200	D	$54.19⁽²⁾	34,653.2906	D
Common Stock	06/14/2017		M		5,762	A	$12.395	40,415.2906	D
Common Stock	06/14/2017		S		5,762	D	$54.53⁽³⁾	34,653.2906	D
Common Stock	06/14/2017		M		11,038	A	$12.365	45,691.2906	D
Common Stock	06/14/2017		S		11,038	D	$54.32⁽⁴⁾	34,653.2906	D
Common Stock								2,914.546⁽⁵⁾	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 Option (right to buy)	$12.395⁽⁶⁾	06/14/2017		M			8,200⁽⁶⁾	06/30/2011⁽⁷⁾	05/27/2019	Common Stock	8,200⁽⁶⁾	$0.00	5,762	D
Stock Option (right to buy)	$12.395⁽⁶⁾	06/14/2017		M			5,762⁽⁶⁾	06/30/2011⁽⁷⁾	05/27/2019	Common Stock	5,762⁽⁶⁾	$0.00	0	D
Stock Option (right to buy)	$12.365⁽⁸⁾	06/14/2017		M			11,038⁽⁸⁾	06/30/2011⁽⁹⁾	02/24/2020	Common Stock	11,038⁽⁸⁾	$0.00	12,558	D

Explanation of Responses:

1. Includes .388003 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.15 to $54.24, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.50 to $54.60, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.25 to $54.38, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

5. Includes 39.963 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

6. This option was previously reported as covering 15,634 shares at an exercise price of $24.79 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.

7. This option, in the amount of 31,268, is exercisable as follows: 13,962 shares on June 30, 2011 and 17,306 shares on May 27, 2012. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

8. This option was previously reported as covering 14,178 shares at an exercise price of $24.73 per share, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 10, 2015.

9. This option, in the amount of 28,356 is exercisable as follows: 4,760 shares on June 30, 2011, 11,798 shares on February 24, 2012 and 11,798 shares on February 24, 2013. These share amounts reflect the 2-for-1 stock split that occurred on June 10, 2015.

Remarks:

Senior Vice President, Marketing

	/s/ Molly R. Benson, Attorney-in-Fact for Thomas M. Kelley	06/16/2017
	** Signature of Reporting Person	Date
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