SEC Form 4
Washington, D.C. 20549


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 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*
Clyde R Andrew

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Murphy USA Inc. [ MUSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
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 02/06/2019 M 43,725(1) A $0 129,059 D
Common Stock 02/06/2019 F 18,274(1) D $76.15 110,785 D
Common Stock 1,500 I 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Unit(2) (3) 02/06/2019 M 43,725 (3) (3) Common Stock 43,725 $0 42,600(4) D
Performance Stock Unit(2) (3) 02/06/2019 A 23,800 (3) (3) Common Stock 23,800 $0 66,400 D
Restricted Stock Unit(2) (3) 02/06/2019 A 11,900 (3) (3) Common Stock 11,900 $0 46,450 D
Stock Option(2) $76.15 02/06/2019 A 44,600 (5) 02/06/2026 Common Stock 44,600 $75.16 44,600 D
Explanation of Responses:
1. As a result of the determination of the amount of PSUs earned for the performance period ended December 31, 2018, this total includes the incremental number of PSUs (that is, 165.0% of the target amount, or 17,225 PSUs above the target number of 26,500 originally reported on the Form 4 when the PSU grant was made).
2. Time based restricted stock award granted under the 2013 Long-term Incentive Plan.
3. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
4. Includes an adjustment of 11,980 additional units to correct error on 2/7/2018 Form 4. 31,380 PSUs achieved were subtracted from the total instead of 19,400 PSUs, which was the target number.
5. The option vests in two equal installments, the first half two years after the grant date and the final half three years after the grant date.
/s/ Gregory L. Smith, attorney-in-fact 02/08/2019
** 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.