| FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
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 APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
| C/O MARATHON PETROLEUM CORPORATION |
| 539 S. MAIN ST |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
07/27/2022
|
3. Issuer Name
and
Ticker or Trading Symbol
Marathon Petroleum Corp
[
MPC
]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Ex VP and CCO, MPLX GP LLC |
|
5. 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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
|
Common Stock
|
16,762.146
|
D
|
|
|
Common Stock
|
2,747.946
|
I
|
By 401(k) Plan
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Employee Stock Option (right to buy)
|
03/01/2020 |
03/01/2029 |
Common Stock
|
10,042
|
62.68
|
D
|
|
|
Employee Stock Option (right to buy)
|
03/01/2021 |
03/01/2030 |
Common Stock
|
14,739
|
47.73
|
D
|
|
| Explanation of Responses: |
|
| Remarks: |
The Reporting Person is the Executive Vice President and Chief Commercial Officer of MPLX GP LLC, a subsidiary of the Issuer.
Exhibit List: Exhibit 24 Power of Attorney |
|
/s/ Molly R. Benson, Attorney-in-Fact for Timothy J. Aydt |
08/05/2022 |
|
** 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. |
MPC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Molly R. Benson, Shane T. Pfleiderer, Elisa D. Watts and Joel M.
Williams (the "Attorneys"), and each of them, as the true and lawful attorney or
attorneys-in-fact, with full power of substitution and revocation, for the
undersigned and in the name, place and stead of the undersigned, in any and all
capacities, to execute, on behalf of the undersigned, (1) any and all notices
pursuant to Rule 144 under the Securities Act of 1933 with respect to sales of
shares of common stock, par value $0.01 per share, or other securities, of
Marathon Petroleum Corporation, including, without limitation, all notices of
proposed sale on Form 144, and (2) any and all statements or reports under
Section 16 of the Securities Exchange Act of 1934 with respect to the beneficial
ownership of common stock, par value $0.01 per share, or other securities, of
Marathon Petroleum Corporation, including, without limitation, all initial
statements of beneficial ownership on Form 3, all statements of changes in
beneficial ownership on Form 4, all annual statements of beneficial ownership on
Form 5 and all successor or similar forms, to be filed with the Securities and
Exchange Commission, to execute any and all amendments or supplements to any
such notices, statements or reports, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said Attorney or Attorneys-in-fact, and each of
them, full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises (including, without
limitation, completing, executing, delivering and filing a Form ID to apply for
electronic filing codes), as fully and to all intents and purposes as the
undersigned might or could do in person, and hereby ratifying and confirming all
that said Attorney or Attorneys-in-fact, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing Attorneys-in-fact, and each of them,
in serving in such capacity at the request of the undersigned, are not assuming
any of the responsibilities of the undersigned to comply with Section 16 of the
Securities Exchange Act of 1934 or any other legal requirement. This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.
/s/ Timothy J. Aydt
Timothy J. Aydt
Date: 8/1/2022
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