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Form 4 MARATHON OIL CORP For: Feb 25 Filed by: Robertson Lance W

February 27, 2015 3:12 PM EST
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 *
Robertson Lance W

(Last) (First) (Middle)
C/O MARATHON OIL CORPORATION
5555 SAN FELIPE STREET

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARATHON OIL CORP [ MRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President (See Remarks)
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2015
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
Marathon Oil Corporation Common Stock 02/25/2015   A   22,272 (1) A $ 0 90,407 D  
Marathon Oil Corporation Common Stock               1,050.668 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 29.06 02/25/2015   A   70,299   02/25/2016 (2) 02/25/2025 Common Stock 70,299 $ 0 70,299 D  
Explanation of Responses:
1. Restricted stock granted under Marathon Oil Corporation 2012 Incentive Compensation Plan, which vests on February 25, 2018.
2. Vests in cumulative annual installments of 23,433, 23,433 and 23,433 options on February 25, 2016, 2017 and 2018, respectively.
Remarks:
Vice President-North America Production Operations
Elisa D. Watts, Attorney-in-Fact for Lance W. Robertson 02/27/2015
** 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).
** 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.
POWER OF ATTORNEY

	The undersigned hereby authorizes and designates each of Kevin M. McDonald,
Elisa D. Watts, and Yvonne R. Kunetka (the "Attorneys") as his fully authorized
attorney for the purpose of signing and filing on behalf of the undersigned all
forms which are permitted or required to be filed pursuant to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Forms") concerning the
undersigned's interest in securities of Marathon Oil Corporation ("MOC") and/or
the undersigned's status with respect to MOC.  This Power of Attorney authorizes
each of the Attorneys to sign and file the Forms on behalf of the undersigned
from the date hereof until the undersigned ceases to be subject to Section 16 of
the Securities Exchange Act of 1934 by virtue of having been an officer of MOC.

/s/ Lance W. Robertson
Lance W. Robertson

Dated:  July 30, 2014

 



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