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Form 4/A MARATHON OIL CORP For: Jan 03 Filed by: PHELPS MICHAEL E J

January 4, 2017 7:15 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 *
PHELPS MICHAEL E J

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

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
01/04/2017
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 01/03/2017   A   9,853 (1) A $ 0 70,352.95 (2) D  
Marathon Oil Corporation Common Stock 01/03/2017   D   0.458 (3) D $ 0 70,352.492 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
Explanation of Responses:
1. Non-Retainer Annual Director Stock Unit Award granted under Marathon Oil Corporation 2016 Incentive Compensation Plan. These common stock units will vest on January 3, 2020 and be payable in shares of common stock.
2. Includes dividends of 703.348 shares previously not reported pursuant to Rule 16a-11.
3. Fractional stock units remaining upon vesting of common stock units on January 3, 2017 are forfeited pursuant to the terms of the Directors' Deferred Comp Plan.
Kim Warnica, Attorney-in-Fact for Michael E. J. Phelps 01/05/2017
** 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 Sylvia J. Kerrigan, Kim Warnica and Sam A.

Mazzu III (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(a) of the Securities Exchange Act of 1934 (the "Forms") concerning the undersigned's interest

in securities of Marathon Oil Corporation ("MOC") and/or the undersigned's status with respect to

MOC. The Forms shall include, but are not limited to, Form IDs and any other documents

necessary or appropriate to obtain codes and passwords enabling the undersigned to make

electronic filings with the SEC, and Forms 3, 4 and 5.


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 is no longer required to file

Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities

issued by MOC, unless earlier revoked by the undersigned in a signed writing delivered to the

foregoing Attorneys. This Power of Attorney is automatically revoked with respect to each

Attorney individually upon cessation of such Attorney's employment with MOC.

Dated: December 6, 2016

/s/ Michael E. J. Phelps


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